Failure to Purchase binding amounts subject to variances Sample Clauses

Failure to Purchase binding amounts subject to variances. During the fourth quarter of the first full year of Commercialization, Noramco and Buyer agree to review actual purchases and open orders for the year. If the total actual purchases and open orders for the Year do not meet the binding purchases pursuant to Section 5.1.1, subject to the variances of Section 5.1.2 for the year, then Noramco shall have the right to: (i) adjust the Price on the open orders in the remaining portion of the fourth quarter, taking into consideration the volume of API actually purchased by Buyer during the months of year up to the date of the review (“Adjusted Price for Actual Purchases”); and (ii) issue an invoice to Buyer for the volume of API purchased by Buyer during to date with the Adjusted Price for Actual Purchases (“Price Adjustment Invoice”). To calculate the amount of Price Adjustment Invoice, Noramco shall calculate the theoretical invoice amount of the minimum amount that Buyer would have been required to purchase subject to variances in accordance with Section 5.1.2 and compare that to the invoice amount of actual purchases. The difference shall be divided by two and that shall be the amount of the Price Adjustment Invoice. Noramco may invoice Buyer for, and Buyer shall pay, any such Price Adjustment Invoice.
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Related to Failure to Purchase binding amounts subject to variances

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