Failure to Meet Minimum Purchase Requirements Sample Clauses

Failure to Meet Minimum Purchase Requirements. Subject to the terms of Exhibit F hereof, within thirty (30) days after the end of each quarter in which Tellabs fails to meet the minimum purchase requirement, Tellabs shall [ * ] during such quarter, with the following exceptions: (i) [ * ] will be due in the first quarter in which Tellabs fails to meet the minimum, if Tellabs exceeds the minimum volume commitment in the next quarter by [ * ]; (ii) if Tellabs exceeds the minimum purchases in any quarters, [ * ] can be applied to meet up to [ * ]; and (iii) if Tellabs misses the minimum volume commitment in a quarter [ * ] up to [ * ] may be [ * ]. "Actual purchases" shall mean all accepted Orders for shipment during the indicated quarter ( whether or not actually shipped by Riverstone). The penalties set forth in this Section 3.5 shall be Riverstone's sole remedies for Tellabs' failure to meet the minimum purchase commitments.
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Failure to Meet Minimum Purchase Requirements. If Ottobock fails to submit sufficient orders to meet the minimum requirements in the then current Purchasing Year and such failure is not excused by a Supplier Default, Ottobock shall pre-purchase additional stock of the Products, in order to meet its agreed upon minimum requirements. Ottobock may pay for such pre-purchases using any unused advance payments made pursuant to Section 4.3 as credit and paying any additional required purchase price amounts. Supplier shall stock and account for such pre-purchased stock of inventory for future delivery to Ottobock’s Customers.
Sample 1
Failure to Meet Minimum Purchase Requirements. Article XVI.2 is hereby deleted in its entirety and replaced with the following: “Should BIOVENTUS fail to issue sufficient purchase orders in order to meet the MINIMUM PURCHASE REQUIREMENT during any MARKETING YEAR during the term of this Agreement (other than on account of a FAILURE TO SUPPLY (as defined in Article XVI.3)), IBSA shall have the right to terminate this Agreement upon [***] days prior written notice to Bioventus delivered by August 1st of the concerned MARKETING YEAR; provided, however, that this Agreement will not terminate if BIOVENTUS, by the end of such [***] day period, has issued purchase orders to IBSA for a quantity of PRODUCT that, when combined with the quantities previously ordered during the applicable MARKETING YEAR, equal or exceed the applicable MINIMUM PURCHASE REQUIREMENT (and, for the avoidance of doubt, such additional purchase orders may provide for a delivery date that is in January of the following MARKETING YEAR. Therefore the purchase orders need to be issued on or before August 30th of the concerned MARKETING YEAR). Such termination by IBSA shall be IBSA’s sole and exclusive remedy with respect to any failure by BIOVENTUS to meet the annual MINIMUM PURCHASE REQUIREMENT, and BIOVENTUS shall have no liability to IBSA with respect to any such failure.”
Sample 1
Failure to Meet Minimum Purchase Requirements. 16.1 Subject to the provisions of paragraph 16.2, if at the close of any Contract Quarter Millennium Biotechnologies has not purchased the required minimum of the Product for such quarter, Company may at its option: o terminate this Agreement by written notice given within one month after the close of the Contract Quarter in question, effective immediately, in which case Millennium Biotechnologies shall have the right to sell existing inventory at normal process for a period of three months after issuance of such notice; or o transform the Agreement into a nonexclusive on for the remainder of the term (in which case minimum purchase requirements shall no longer apply).
Sample 1
Failure to Meet Minimum Purchase Requirements. Notwithstanding anything in this Agreement to the contrary, in the event Auriga fails to meet its minimum purchase obligation set forth in Section 4.3 hereof in any Contract Year for any reason other than a breach of this Agreement by Mikart or a force majeure event, Auriga shall pay to Mikart an amount equal to the quantity of Product by which Auriga failed to meet its minimum purchase obligation for such Contract Year multiplied by the then current price for such Product.
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Failure to Meet Minimum Purchase Requirements. The Company may terminate this Agreement in accordance with the provisions of Section 5(a) if Distributor fails to meet any Minimum Purchase Requirement.
Sample 1

Related to Failure to Meet Minimum Purchase Requirements

  • Minimum Purchase Requirements Distributor shall make the minimum annual purchase of Products established in Exhibit B, unless the Agreement has become coexclusive. In the period within the fixed term and extension, if applicable, of the Agreement under Section 10(a) subsequent to [ * ], the parties shall meet in San Francisco at least [ * ] prior to the beginning of each of respective year to discuss market conditions and appropriate minimum purchases for such year. In the event that the parties fail to agree on an appropriate minimum any year subsequent to [ * ], the minimum annual purchase requirement for such year shall be calculated increasing or decreasing (as the case may be) the minimum purchase requirement for the preceding year in proportion to the increase or decrease in the [ * ] (based on data from mutually acceptable data provider) of the applicable product in the Territory. In the event Supplier is unable to deliver Products ordered by Distributor in an amount consistent with the most recent forecast, then the minimum annual purchase requirement shall be reduced by the quantity of Products that Supplier is unable to deliver when requested. In the event Distributor fails in any year (a “Shortfall Year”) to make the annual minimum purchase of Agreement Products required by Exhibit B, Supplier shall have the right to give Distributor written notice of default, and if such failure to make the minimum purchase is not cured (through the purchase of an amount of Agreement Product equal to the entire shortfall in the Shortfall Year, which amount shall not be counted towards any minimum purchase requirements for the year of purchase) within [ * ] of receipt of the notice, then Supplier shall have the right, in Supplier’s sole discretion and as Supplier’s sole remedy for Distributor’s failure to meet the minimum purchase requirements hereunder, either to convert the appointment of Distributor from exclusive to non-exclusive or to terminate this Agreement. In the event of either conversion to non-exclusive or termination of this Agreement pursuant to this Section 3(e), the Supplier shall pay Distributor a conversion fee equal to [ * ], and Distributor shall transfer all Regulatory Approvals relating to BMS or DES in the Territory to Supplier.

  • Minimum Requirements With respect to the Notes, the Issuers shall not have any obligations with respect to any underwriters or underwritten offering except a single underwritten offering of $270 million or more of Registrable Securities.

  • Release Requirement Notwithstanding any provision herein to the contrary, except as otherwise determined by the Company, in order for the Grantee to receive Shares pursuant to the settlement of Vested RSUs under Section 6(a), (b), (c), (d) or (e) above, the Grantee (or the representative of his or her estate) must execute and deliver to the Company a general release and waiver of claims against the Company, its Subsidiaries and their directors, officers, employees, shareholders and other affiliates in a form that is satisfactory to the Company (the “Release”). The Release must become effective and irrevocable under applicable law no later than 60 days following the date of the Grantee’s death, termination of employment or transfer of position, as applicable.

  • Reporting Requirement As to any defaulted Mortgage Loan, the Servicer must account to, and report in writing to, the Master Servicer as to any Realized Loss (or gain) upon the Liquidation or Deficient Valuation in respect of such Mortgage Loan.

  • Xxxxxxxx-Xxxxx Act Requirements To the extent any documents are required to be filed or any certification is required to be made with respect to the Issuer or the Notes pursuant to the Xxxxxxxx-Xxxxx Act, the Issuer hereby authorizes the Servicer and the Seller, or either of them, to prepare, sign, certify and file any such documents or certifications on behalf of the Issuer.

  • Post-Closing Requirements Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

  • Notice Requirement No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice shall set forth the basis for the termination. Furthermore,

  • Minimum Purchase Broker-Dealer shall not sell fewer than $5,000 in Notes to any purchaser without the prior written consent of Issuer.

  • Settlement Notice Requirements Notwithstanding any other provision hereof, a Settlement Notice delivered by Counterparty that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Counterparty delivers to Dealer with such Settlement Notice a representation, dated as of the date of such Settlement Notice and signed by Counterparty, containing (x) the provisions set forth in clause (i) under the heading “Additional Representations and Agreements of Counterparty” in Paragraph 7(e) below and (y) a representation from Counterparty that neither Counterparty nor any of its subsidiaries has applied, and shall not until after the first date on which no portion of the Transaction remains outstanding following any final exercise and settlement, cancellation or early termination of the Transaction, apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)) or other investment, or receive any financial assistance or relief under any program or facility (collectively “Financial Assistance”) that (I) is established under applicable law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (II) (X) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) as a condition of such Financial Assistance, that Counterparty comply with any requirement not to, or otherwise agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Issuer, and that it has not, as of the date specified in the condition, made a capital distribution or will make a capital distribution, or (Y) where the terms of the Transaction would cause Counterparty under any circumstances to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance (collectively “Restricted Financial Assistance”), other than any such applications for Restricted Financial Assistance that were (or would be) made (x) determined based on the advice of outside counsel of national standing that the terms of the Transaction would not cause Counterparty to fail to satisfy any condition for application for or receipt or retention of such Financial Assistance based on the terms of the program or facility as of the date of such advice or (y) after delivery to Dealer evidence or other guidance from a governmental authority with jurisdiction for such program or facility that the Transaction is permitted under such program or facility (either by specific reference to the Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects).

  • Reporting Requirements The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

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