Failure to Achieve Minimum Net Sales Sample Clauses

Failure to Achieve Minimum Net Sales. In the event that the actual Net Sales of the Product in the Territory for a given Year are less than the applicable Minimum Net Sales for that Year (for reasons other than those described in the last paragraph of Section 7.2 above) (such shortfall referred to as a “Net Sales Shortfall”), then ninety (90) days after the end of the applicable Year, USL shall pay to Orion a “Shortfall Royalty” equal to Applicable Percentage (as defined in Section 6.9) multiplied by the Net Sales Shortfall.
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Failure to Achieve Minimum Net Sales. In the event that the actual Net Sales of the Product in the Territory for any given Sales Year are less than the applicable Minimum Net Sales for that Sales Year other than due to Force Majeure or other reasons beyond the control of Licensee (the “Net Sales Shortfall”), then Licensee shall pay to Orion, sixty (60) days after the end of the applicable Sales Year, a shortfall royalty equal to the applicable royalty percentage (as defined in Section 4.1.1 or 4.2) multiplied by the Net Sales Shortfall. Such payment shall be Orion’s sole remedy for Licensee’s failure to achieve the Minimum Net Sales for a Sales Year.
Sample 1
Failure to Achieve Minimum Net Sales. 7.5.1. If BioPro fails to achieve the Minimum Net Sales in a given Calendar Year, then BioPro shall: (a) pay to Valera an amount equal to (i) the difference of Minimum Net Sales for such Calendar Year minus the actual amount of Net Sales for such Calendar Year multiplied by (ii) twenty five percent (25%); and (b) pay to the Population Council, Inc. an amount equal to (i) the difference of Minimum Net Sales for such Calendar Year minus the actual amount of Net Sales for such Calendar Year multiplied by (ii) two percent (2%). 7.5.2. Notwithstanding Section 7.5.1, BioPro may notify Valera no later than forty five (45) days after the completion of the Calendar Year that it will not pay the amounts required by Section 7.5.1 for the just completed Calendar Year, in which case: (a) BioPro shall be relieved from its obligation to pay the amount required by Section 7.5.1 for such Calendar Year; but (b) Valera shall have the option of (i) converting all of the exclusive rights granted to BioPro in this Agreement into non-exclusive rights effective as of the date of BioPro's notice to Valera or such later date as Valera may specify or (b) terminating this Agreement effective as of the date of BioPro's notice to Valera or such later date as Valera may specify. If BioPro does not send a notice permitted by this Section 7.5.2 or does so after the period specified in this Section 7.5.2, BioPro shall not be relieved of its obligations under Section 7.5.1.
Sample 1
Failure to Achieve Minimum Net Sales. In the event that Licensee shall have failed to achieve Minimum Net Sales for each Year as set forth in Exhibit B hereto and modified by Section 5.1 (b) hereof, such failure shall constitute a material default hereunder and Licensor may cancel and terminate this Agreement in whole within ten (10) days of the date that Licensor learns of such failure.
Sample 1
Failure to Achieve Minimum Net Sales. (a) If Spepharm fails to achieve the Minimum Net Sales in a given Calendar Year with respect to a Product, then Spepharm shall pay to Valera an amount equal to (i) the difference between Minimum Net Sales for such Product for such Calendar Year minus the actual amount of Net Sales of the Product for such Calendar Year multiplied by (ii) forty percent (40%), the result to be reduced by the aggregate Transfer Prices paid by Spepharm during such Calendar Year to the extent such Transfer Prices have not been taken into account for the purposes of determining the Royalty Payment pursuant to Section 7.4. (b) Notwithstanding Section 7.5(a), Spepharm may notify Valera no later than forty-five (45) days after the completion of the Calendar Year that it will not pay the amounts required by Section 7.5(a) for the just completed Calendar Year, in which case: (a) Spepharm shall be relieved from its obligation to pay the amount required by Section 7.5(a) for such Calendar Year; but (b) Valera shall have the right either (i) to convert all of the exclusive rights granted to Spepharm in this Agreement with respect to such Product into non-exclusive rights effective as of the date of Spepharm’s notice to Valera or such later date as Valera may specify or (ii) to terminate this Agreement with respect to such Product effective as of the date of Spepharm’s notice to Valera or such later date as Valera may specify. If Spepharm does not send a notice permitted by this Section 7.5(b) or does so after the period specified in this Section 7.5(b), Spepharm shall not be relieved of its obligations under Section 7.5(a) and failure to pay such obligation shall be considered a Material Breach.
Sample 1

Related to Failure to Achieve Minimum Net Sales

  • Threshold Neither the Seller nor the Purchaser shall be required to make any indemnification payment pursuant to Section 8.1 or 8.2, respectively, until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by an Indemnified Party, or to which an Indemnified Party has or otherwise becomes subject to, exceeds $50,000 in the aggregate. At such time as the total amount of such Damages exceeds $50,000 in the aggregate, the Indemnified Party shall be entitled to be indemnified against the full amount of such Damages (and not merely the portion of such Damages exceeding $50,000).

  • Minimum Net Income If as of the last day of any calendar month within a fiscal quarter of the Seller, the Seller’s consolidated Adjusted Tangible Net Worth is less than [***] or the Seller, on a consolidated basis, has cash and Cash Equivalents in an amount that is less than [***], in either case, the Seller’s consolidated Net Income for that fiscal quarter before income taxes for such fiscal quarter shall equal or exceed [***].

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

  • Usage Measurement Usage measurement for calls shall begin when answer supervision or equivalent Signaling System 7 (SS7) message is received from the terminating office and shall end at the time of call disconnect by the calling or called subscriber, whichever occurs first.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Venue Limitation for TIPS Sales Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution shall be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a “Venue” clause that conflicts with these terms is rendered void and unenforceable.

  • Unbundled Channelization (Multiplexing) 5.7.1 To the extent NewPhone is purchasing DS1 or DS3 or STS-1 Dedicated Transport pursuant to this Agreement, Unbundled Channelization (UC) provides the optional multiplexing capability that will allow a DS1 (1.544 Mbps) or DS3 (44.736 Mbps) or STS-1 (51.84 Mbps) Network Elements to be multiplexed or channelized at a BellSouth central office. Channelization can be accomplished through the use of a multiplexer or a digital cross-connect system at the discretion of BellSouth. Once UC has been installed, NewPhone may request channel activation on a channelized facility and BellSouth shall connect the requested facilities via COCIs. The COCI must be compatible with the lower capacity facility and ordered with the lower capacity facility. This service is available as defined in NECA 4. 5.7.2 BellSouth shall make available the following channelization systems and interfaces: 5.7.2.1 DS1 Channelization System: channelizes a DS1 signal into a maximum of twenty- four (24)

  • Minimum Shipping Requirements for TIPS Sales Vendor shall ship, deliver, or provide ordered goods and services within a commercially reasonable time after acceptance of the order. If a delay in delivery is anticipated, Vendor shall notify the TIPS Member as to why delivery is delayed and provide an updated estimated time for completion. The TIPS Member may cancel the order if the delay is not commercially acceptable or not consistent with the Supplemental Agreement applicable to the order.

  • Failure to Determine Values If the Borrower shall fail to determine the value of any Portfolio Investment as at any date pursuant to the requirements of the foregoing sub-clauses (A), (B) or (C), then the “Value” of such Portfolio Investment as at such date shall be deemed to be zero.

  • Maximum Leverage Permit, as of any fiscal quarter end, the ratio of (a) Adjusted Portfolio Equity as of such fiscal quarter end to (b) Funded Debt as of such fiscal quarter end, to be less than 5.00 to 1.00.

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