Failure to Achieve Minimum Sales Sample Clauses

Failure to Achieve Minimum Sales. If NOVACEA fails to achieve Minimum Sales in the Cancer Field, in either the USA or Canada, for any [*] consecutive Commercial Years during the Royalty Term, then XXXXXX XXXXX May terminate the NOVACEA Licenses with respect to the Licensed Product in the USA or Canada, wherever such failure shall have occurred, upon ten (10) days’ prior written notice, said notice to be sent within thirty (30) days from the date XXXXXX XXXXX receives the report delivered pursuant to Section 7.7(b) that evidences NOVACEA’s failure to reach said Minimum Sales for the second of the [*] successive Commercial Years; provided, that, if NOVACEA fails to reach Minimum Sales for [*] consecutive Commercial Years in the USA, then XXXXXX XXXXX shall have the right, in its discretion, to terminate the NOVACEA Licenses with respect to the entirety of the NOVACEA Territory. XXXXXX XXXXX may rely on the reports delivered pursuant to Section 7.7 to determine whether Minimum Sales have been achieved during any Commercial Year. Failure by NOVACEA to provide XXXXXX XXXXX with any report pursuant to Section 7.7 in a timely manner shall entitle XXXXXX XXXXX to rely upon any other report provided by NOVACEA under this Agreement or any Related Agreement (such as royalty reports) evidencing NOVACEA’s failure to reach Minimum Sales.
Sample 1Sample 2
AutoNDA by SimpleDocs
Failure to Achieve Minimum Sales. Notwithstanding anything to the contrary contained elsewhere in this Lease, Landlord may, at the end of the fifth full Lease Year or any subsequent Lease Year, terminate this Lease, without compensation to Tenant, in the event that Tenant's average monthly Gross Sales for a period consisting of three consecutive months during any such Lease Year is less than $400,000, unless Tenant pays to Landlord, in addition to Base Rent, an amount equal to the difference between Tenant's Percentage Rent for such months and the amount of Percentage Rent which would have been due from Tenant had Tenant's actual average Gross Sales for such months been $400,000. Termination hereunder shall be upon ninety (90) days written notice. Tenant acknowledges that Landlord has made no representation to Tenant regarding anticipated Gross Sales or projected number of visitors and guests in the Hotel.
Sample 1
Failure to Achieve Minimum Sales. Notwithstanding anything to the contrary contained elsewhere in this Lease, Landlord may, at the end of the fifth full Lease Year or any subsequent Lease Year, terminate this Lease, without compensation to Tenant, in the event that Tenant's average monthly Gross Sales for a period consisting of three consecutive months during any such Lease Year is less than Eight Hundred Thirty-Three Thousand Three Hundred Thirty- Three Dollars ($833,333), unless Tenant pays to Landlord, in addition to Base Rent, an amount equal to the difference between Tenant's Percentage Rent for such months and the amount of Percentage Rent which would have been due from Tenant had Tenant's actual average Gross Sales for such months been Eight Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($833,333). Termination hereunder shall be upon ninety (90) days written notice. Tenant acknowledges that Landlord has made no representation to Tenant regarding anticipated Gross Sales or projected number of visitors and guests in the Hotel.
Sample 1
Failure to Achieve Minimum Sales. Notwithstanding anything to the contrary contained herein, Landlord may terminate this Lease, without compensation to Tenant, in the event that, subsequent to the initial * period following the Opening Date, Tenant's average monthly Gross Sales is less than * per month for a period consisting of * consecutive months during which the occupancy rate for the Hotel's guest rooms is at least * , except to the extent that Tenant's failure to achieve such minimum * Confidential Treatment Requested 9 17 monthly Gross Sales is caused by force majeure events described in Section 29.3 below. Termination hereunder shall be upon thirty (30) days written notice. Tenant acknowledges that Landlord has made no representation to Tenant regarding anticipated Gross Sales or projected number of visitors and guests in the Hotel.
Sample 1

Related to Failure to Achieve Minimum Sales

  • 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.

  • 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.

  • 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).

  • 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.

  • 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.

  • 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.

  • Minimum EBITDA Section 9.23(c) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

  • Minimum Revenue Borrower and its Subsidiaries shall have Revenue from sales, marketing or distribution of the Product and related services (for each respective measured period, the “Minimum Required Revenue”): (a) during the twenty-four month period beginning on January 1, 2015, of at least $45,000,000; (b) during the twenty-four month period beginning on January 1, 2016, of at least $80,000,000; (c) during the twenty-four month period beginning on January 1, 2017, of at least $110,000,000; and (d) during the twenty-four month period beginning on January 1, 2018, of at least $120,000,000; and (e) during the twenty-four month period beginning on January 1, 2019, of at least $120,000,000.

  • Coverage Minimum Requirement Commercial General Liability Insurance, including Bodily Injury, Personal Injury, Property Damage, Advertising Injury, and Medical Payments Each Occurrence General Aggregate $ 1,000,000 $ 2,000,000 Automobile Liability Insurance - Any Auto Each Occurrence General Aggregate $ 1,000,000 $ 2,000,000 Professional Liability $ 1,000,000 Workers Compensation Statutory Limits Employer’s Liability $ 1,000,000

  • Are There Penalties for Early Distribution from a Xxxx XXX As indicated above, earnings on your contributions, as well as amounts contributed to a Xxxx XXX as a rollover from a Traditional IRA, that are distributed before certain events are subject to various taxes. Please see IRS Publication 590 for further information about Xxxx XXX rules and restrictions.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!