FAILURE TO PURCHASE MINIMUM QUANTITIES Sample Clauses

FAILURE TO PURCHASE MINIMUM QUANTITIES. After the end of each applicable period during the Term, Supplier may review the quantities of each Product Group or Product SKU, as applicable, ordered by Customer pursuant to Purchase Orders during such period. If such quantities are below the Monthly Period Product Quantity Minimum or the applicable Binding Commitments for the applicable Product Groups or Product SKU, as applicable, Supplier may, after delivering to Customer the quantity of associated Products, invoice Customer for such shortfall, such invoice price to be calculated as the amount equal to the Product Price multiplied by the difference between (a) the greater of the applicable Binding Commitments or Monthly Period Product Quantity Minimum for the applicable period and (b) the number of units actually ordered pursuant to Purchase Orders for such period, in each case with respect to the applicable Product Groups and Product SKUs, as applicable. Customer shall pay such invoice within ninety (90) days of receipt, provided that the Products are or were actually delivered and conform to the requirements of this Agreement.
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FAILURE TO PURCHASE MINIMUM QUANTITIES. In the event that Buyer fails to -------------------------------------- purchase in a given 6 month period the forecasted semi-annual purchase quantity, Buyer will pay to Seller within 60 days of the close of the period in which the shortfall occurs an amount equal to 100% of the contract price for the unpurchased Product, which is the difference between the forecasted semi-annual quantity and the quantity actually purchased during such year. Buyer's obligations under this Section 6 are conditioned upon Seller's delivery to Buyer within sixty (60) days after the end of any such 6 month period of an amount of Product equal to the difference between the Binding Forecast quantity and the quantity actually purchased by Buyer during such calendar year.
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FAILURE TO PURCHASE MINIMUM QUANTITIES. If, without excuse either by law or expressly hereunder, the Buyer fails to purchase the Minimum Quantities from the Supplier and the Supplier is ready, willing, and able to tender the Product in such amounts, the Buyer shall pay the Supplier a sum of $___________ as liquidated damages, within ____________ days of the end of the period described in Section 3 hereof, in such form and manner as may be agreed by the Parties.
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Related to FAILURE TO PURCHASE MINIMUM QUANTITIES

  • 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.

  • Delivery Schedule The scheduled months of delivery of the Aircraft are listed in the attached Table 1. Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.

  • CONTRACT YEAR A twelve (12) month period during the term of the Agreement commencing on the Effective Date and each anniversary thereof.

  • Year 2000 Warranty The Sub-Adviser represents and warrants that it is actively pursuing a comprehensive and coordinated compliance strategy (including remediation and testing) to ensure the readiness of its business systems and applications for the Year 2000 and believes that all such systems critical to the performance of Sub-Adviser's responsibilities hereunder will be Year 2000 compliant prior to January 1, 2000. The Sub-Adviser will make appropriate inquiries as to the readiness of its vendors, service providers, clients and other third parties for the Year 2000; provided, however, that neither the Sub-Adviser nor any of its officers, directors or employees (or affiliated companies) make any representations or warranties regarding the Year 2000 readiness of such vendors, service providers, clients and other third parties.

  • Warranty Period Except as may be otherwise specified or agreed, Contractor shall repair all defects in materials, equipment, or workmanship appearing within one year from the date of Substantial Completion of the Work. If Substantial Completion occurs by phase, then the warranty period for that the Work performed for each phase begins on the date of Substantial Completion of that phase, or as otherwise stipulated on the Certificate of Substantial Completion for the particular phase.

  • Rolling Forecast (i) On or before the fifteenth (15th) calendar day of each month during the Term (as defined in Section 6.1 herein), Buyer shall provide Seller with an updated eighteen (18) month forecast of the Products to be manufactured and supplied (each a “Forecast”) for the eighteen (18) month period beginning on the first day of the following calendar month. The first two months of each Forecast will restate the balance of the Firm Order period of the prior Forecast, and the first three (3) months of the Forecast shall constitute the new Firm Order period for which Buyer is obligated to purchase and take delivery of the forecasted Product, and the supply required for the last month of such new Firm Order period shall not be more than one (1) full Standard Manufacturing Batch from the quantity specified for such month in the previous Forecast (or Initial Forecast, as the case may be). Except as provided in Section 2.2(a), Purchase Orders setting forth Buyer’s monthly Product requirements will be issued for the last month of each Firm Order period no later than the fifteenth calendar day of the first month of each Firm Order period, and such Purchase Order will be in agreement with the Firm Order period of the Forecast. If a Purchase Order for any month is not submitted by such deadline, Buyer shall be deemed to have submitted a Purchase Order for such month for the amount of Product set forth in Buyer’s Forecast for such month.

  • Rolling Forecasts The Client shall provide Patheon with a written non-binding [ * ] forecast of the volume of each Product that the Client then anticipates will be required to be produced and delivered to the Client during each [ * ] of that [ * ] period. Such forecast will be updated by the Client [ * ] on or before the [ * ] day of each [ * ] on a rolling [ * ] basis. The most recent [ * ] forecast shall prevail.

  • Equipment Failures In the event of equipment failures beyond the Administrator's control, the Administrator shall take reasonable and prompt steps to minimize service interruptions but shall have no liability with respect thereto. The Administrator shall develop and maintain a plan for recovery from equipment failures which may include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.

  • Minimum Sales 4.1 The minimum volume of sales of the Products that CSR commits to use its best efforts to achieve in the Territory on an annual basis in the first Agreement Year is 60,000 gallons (avg. 5,000 gallons per month). RCAI will review the annual volumes of sales of the Products prior to the beginning of any successive term during which this Agreement may continue and RCAI may change and adjust such minimums as it, in its sole judgment, sees fit.

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

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