Commitment to Purchase Sample Clauses

Commitment to Purchase. Upon all of the terms and subject to all of the conditions of this Agreement, the Company agrees to purchase the Stock and in full payment therefor the Company shall deliver the Purchase Price to the Seller on the Closing Date in immediately available funds.

Commitment to Purchase. Subject to the terms of Section 20 below, Dialysis Center agrees to exclusively purchase Products for all of its dialysis use requirements for erythropoietic agents. Notwithstanding the foregoing, Amgen expressly acknowledges and agrees that Dialysis Center may participate in clinical trials involving the administration of other products for the management of anemia in dialysis patients. Dialysis Center may purchase another brand of recombinant human erythropoietin for its dialysis use requirements only for the time, and only to the extent, that Amgen has notified Dialysis Center’s corporate headquarters in writing that Amgen cannot supply EPOGEN® or Aranesp® within and for the time period reasonably required by Dialysis Center. Any such notification shall be given by Amgen at least thirty (30) days prior to the date on which Amgen will cease supplying EPOGEN® or Aranesp® to Dialysis Center, unless an act or event described in Section 21 of the Agreement, or an order of a regulatory agency or other action arising out of patient safety concerns, requires the giving of shorter notice. In the event that Amgen fails to supply Dialysis Center with EPOGEN® or Aranesp® as ordered (including as a result of force majeure event as described in Section 21), Dialysis Center shall be entitled, at a minimum, to have the same proportion of its purchase orders fulfilled at all times as other purchasers of EPOGEN® or Aranesp® and, upon request, Amgen shall provide written assurances of same to Dialysis Center.

Commitment to Purchase. (a) From time to time, the Seller may present one or more loans for sale to the Purchaser. If the Purchaser determines that such loans meet its eligibility criteria, then the Purchaser and the Seller may execute a Commitment Letter, in the form of Exhibit 2 hereto, setting forth the terms of the sale and delivery of such Qualified Loans. (b) The execution of a Commitment Letter by the Seller and the Purchaser with respect to a Qualified Loan shall obligate the Seller to deliver, and shall obligate the Purchaser to pay for, the related Qualified Loan. In the event the Seller does not deliver a Qualified Loan on the related Sale Date, or in the event the Purchaser does not pay for a Qualified Loan on the related Sale Date, then the defaulting party shall be liable to the non-defaulting party for proven monetary damages (if any) available to it under applicable law. (c) Upon execution of a Commitment Letter as set forth in Section 2.01(b), the Seller shall sell, and the Purchaser shall purchase, on the terms and conditions stated herein and in the related Commitment Letter, without recourse, except as specifically set forth herein, all of the Seller's right, title and interest in, to and under Qualified Loans, as set forth in such Commitment Letter. (d) The terms and conditions set forth in the Commitment Letter with respect to each Qualified Loan and Sale Date shall be incorporated herein. In the event of any conflict between the terms of this Master Agreement and the related Commitment Letter, the Commitment Letter shall control.

Commitment to Purchase. (a) Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of the Obligors contained herein and in the other Financing Documents, the Company may at its option issue and sell, and Purchaser agrees to purchase, Notes in an aggregate principal amount not to exceed $125,000,000. The purchase price for the Notes shall be 100% of the principal amount thereof. (b) The Commitment will terminate on the earliest of (i) the termination of the Purchase Agreement in accordance with the terms thereof prior to the consummation of the Acquisition, (ii) the delivery by the Company of a notice of termination of Purchaser's Commitment obligation, (iii) the consummation of the Acquisition (if such date occurs prior to the date of the first Takedown), (iv) the date on which Holdings or any of its Subsidiaries commences the marketing of any securities with respect to which DLJSC or any of its Affiliates is not the sole manager or agent or lead underwriter, as the case may be and (v) March 31, 1998 (such earliest date, the "Expiration Date"); provided that if at any time on or after the date hereof an Event of Default shall have occurred and be continuing, Purchaser may at its option terminate the Commitment by notice to the Company, such termination to be effective upon the giving of such notice; and provided further that the Commitment shall automatically terminate, without notice to the Company or any other action on the part of Purchaser, upon the occurrence of any of the events specified in Sections 7.01(e) and 7.01(f) with respect to the Company.

Commitment to Purchase. Distributor’s commitment to purchase Products from CHI shall be limited to Purchase Orders released by Distributor and accepted by CHI pursuant to Section 5. Unless agreed otherwise in writing by the Parties, Distributor shall not be responsible or in any way liable to CHI or any third party with respect to any material commitments or production arrangements in excess of the amounts or in advance of the times necessary to meet Distributor’s delivery schedules set forth in its accepted Purchase Orders.

Commitment to Purchase. NMC and Affiliates agrees to purchase EPOGEN(R) for all of its dialysis use requirements in the United States, Puerto Rico and Guam for recombinant human erythropoietin. Amgen agrees to make such EPOGEN(R) available to NMC and Affiliates through its Authorized Wholesalers or directly from Amgen. In addition to other remedies available to NMC and Affiliates, NMC and Affiliates may purchase another brand of recombinant human erythropoietin for its dialysis use requirements in the United States, Puerto Rico and Guam if, and only if, NMC and Affiliates have informed Amgen, in writing, that NMC and Affiliates are unable to acquire sufficient amounts of EPOGEN(R) to meet NMC's and Affiliates' reasonable dialysis use requirements, and Amgen by itself, or through its Authorized Wholesalers, is actually unable to supply NMC and Affiliates with their reasonable dialysis use requirements of EPOGEN(R) within the time period reasonably required by NMC and Affiliates, which, in no event will be less than five (5) business days after Amgen's receipt of NMC's and Affiliates' written notice. If the preceding requirements are met, NMC and Affiliates will only be allowed to purchase another brand of recombinant human erythropoietin for the time period, and to the extent, that Amgen is unable to provide NMC and Affiliates with EPOGEN(R) to meet NMC's and Affiliates' reasonable dialysis use requirements.

Commitment to Purchase. (a) Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of the Company contained herein and in the other Financing Documents, the Company may at its option issue and sell to the Purchaser on the Issuance Date, and the Purchaser agrees to purchase on the Issuance Date, Notes in an aggregate outstanding principal amount equaling the Purchaser's Commitment. The purchase price for the Notes shall be 100% of the principal amount thereof. The Company and the Purchaser hereby acknowledge and agree that the Notes and the Warrants are part of an investment unit within the meaning of Section 1273(c)(2) of the Code. Any other provision of this Agreement to the contrary notwithstanding, the Company and the Purchaser hereby further acknowledge and agree that the total issue price of the investment unit consisting of the Notes (other than the PIK Notes) and Warrants (other than the PIK Warrants) for all federal, state and local income tax purposes is $1,000 per investment unit comprised of $995 per $1,000 principal amount of each such Note and $5 per each such Warrant. All federal, state and local income tax returns shall be filed by the Company and the Purchaser in a manner consistent in all material respects with the provisions of this clause (a) of Section 2.01. ---------- ------------ (b) The Commitment will terminate (the "Expiration Date") at 5:00 P.M. (New York City time) on December 7, 1998 (if such date occurs prior to the Issuance Date); provided, that if at any time on or after the date hereof an Event of -------- Default shall have occurred and be continuing, the Purchaser may at its option terminate its Commitment by notice to the Company, such termination to be effective upon the giving of such notice; and provided, further that the -------- ------- Commitment shall automatically terminate, without notice to the Company or any other action on the part of the Purchaser, upon the occurrence of any of the events specified in Sections 7.01(e) and 7.01(f) with respect to the Company. (c) The Commitment is not revolving in nature, and principal amounts of Notes prepaid in accordance with Section 2.06 may not be resold hereunder to the Purchaser or any other Person.

Commitment to Purchase. RCG agrees to exclusively purchase Products for all of its dialysis use requirements for erythropoietic stimulating protein. RCG may purchase another brand of erythropoietic stimulating protein for its dialysis use requirements only for the time, and only to the extent, that Amgen has notified RCG's corporate headquarters in writing that Amgen cannot supply Products within and for the time period reasonably required by RCG or for use by any Affiliate that has been rejected or excluded by Amgen from participating in this Agreement pursuant to any provision of this Agreement.

Commitment to Purchase. RCG agrees to purchase EPOGEN(R) for all of its dialysis use requirements for recombinant human erythropoietin. RCG may purchase another brand of recombinant human erythropoietin for its dialysis use requirements only for the time, and only to the extent, that Amgen has notified RCG's corporate headquarters in writing that Amgen cannot supply EPOGEN(R) within and for the time period reasonably required by RCG.

Commitment to Purchase. Subject to the terms and conditions hereinafter stated, upon the basis of the representations and warranties herein contained of the Purchaser, the Issuer agrees to issue and sell to the Purchaser and, upon the basis of the representations and warranties herein contained of the Issuer, the Purchaser agrees to purchase from the Issuer 140,000 shares of Redeemable Convertible Preferred Stock, Series A, of the Issuer having an aggregate liquidation preference of $14 million (the "Series A Preferred") at $96.00 per share, for an aggregate purchase price of $13.44 million (the "Purchase Price").