Failure to Meet Minimum Clause Samples
The "Failure to Meet Minimum" clause defines the consequences if a party does not achieve a specified minimum requirement, such as a minimum purchase quantity, sales target, or performance standard. Typically, this clause outlines what constitutes a failure, the timeframe for meeting the minimum, and the remedies or penalties that may apply, such as payment of shortfall amounts or potential termination of the agreement. Its core practical function is to ensure that both parties are incentivized to meet agreed-upon minimums, thereby protecting the expectations and interests of the party relying on those minimums.
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Failure to Meet Minimum. Notwithstanding anything to the contrary contained herein, in the event that during any Agreement Year the Royalties calculated from Net Sales are not equal to or greater than the applicable Minimum Royalty, Cumberland shall have the right to terminate this Agreement or any License granted hereunder or the exclusivity thereof, effective immediately, by giving Licensee written notice of such termination.
Failure to Meet Minimum. Failure to meet such minimum requirements shall constitute a material breach of this Agreement for the purposes of Section 13 (Termination and Term) thereof; provided, however, that in lieu of terminating this Agreement pursuant to such section based on such breach, Developer may instead elect in its sole discretion to change the exclusive rights granted to Distributor under Section 1 (Products and Territory) hereof to non-exclusive rights, in which case Developer shall then have the right to appoint additional non-exclusive distributors in the Territory and the right to sell the Products itself in the Territory, either directly (including without limitation with the assistance of sales representatives) or through one or more of its affiliates.
Failure to Meet Minimum. REQUIREMENTS
Failure to Meet Minimum. In-Service Equipment/Supply Requirements - City may be required to remove from service any Ambulance that fails to comply with EMS Policies with respect to equipment and supplies until such time that the Ambulance is brought into compliance with related EMS Policies SECTION 14 - COOPERATION WITH EMS SYSTEM/COMMUNITY EDUCATION
14.1 Community Programs - City shall provide an updated plan for education programs in its service area and submit a report to EMS no later than February 1st of each year describing these EMS related-programs.
14.2 City agrees to participate and assist in the development of system changes subject to negotiated costs, if any.
14.3 County agrees to continue obtaining input from all participating Cities prior to implementing change to system policies and procedures.
Failure to Meet Minimum. Hovione may terminate this Agreement on three (3) months written notice if Allos does not buy at least the applicable amount of API set forth in Attachment B under “4. Annual API Purchase Base” in the applicable year, unless such failure is due to Hovione’s fault. Notwithstanding the foregoing, Allos shall have the right to obtain three extensions to the dates set forth in Attachment B; provided that Allos shall pay Hovione the amount set forth in Attachment B under “5. Extension Fees” for each extension on or before December 31st of the year in which the minimum purchase obligation was not met. Each extension moves the Annual API Purchase Base by one year. In each case termination shall not occur if Allos has cured such fault within three (3) months of Hovione’s notice.