Future Contract Year Pricing Sample Clauses

Future Contract Year Pricing. Conergy has requested that MEMC Singapore amend the Agreement now to replace the agreed-upon pricing per Watt for each future Contract Year in the Agreement and the First Amendment with a fluctuating quarterly pricing mechanism. Given MEMC Singapore’s expenditures on capacity expansion predicated on the ten year take or pay commitment from Conergy, MEMC Singapore cannot agree to such a blanket price change request. However, MEMC Singapore is willing to provide Conergy with a quarterly “market” price, on a per Watt basis, which market price shall be determined only on a quarter-by-quarter basis as described below and on Attachment B-2, Section 1.5 (unless the Parties otherwise specifically agree to a longer time period) if, and only if, all of the following conditions are met at any particular future date: (a) If, as of any such particular future date during any future Contract Year, Conergy is current in all payments due to MEMC Singapore, in accordance with the terms of Section 2.7 of the Agreement, except as the same may be modified by Section 1.6 hereof (disregarding for this purpose any payment or payments that are the subject of a good faith dispute between the Parties (for clarity, the Parties agree that any Wafers that have been used by Conergy cannot be the subject of a good faith dispute for payment)); and (b) If, as of any such particular future date during any future Contract Year, Conergy has provided, by no later than the required dates set forth in the Agreement (or a different date if the Parties have agreed at least twenty (20) Business Days in advance of the required due date), the required Refundable Capacity Reservation Deposit and the required Letter of Credit (in the required Letter of Credit Amount) for such Contract Year to MEMC Singapore (as the same may be agreed by the Parties in the future pursuant to the provisions of Section 1.7 below); and (c) If, as of any such particular future date during any future Contract Year, Conergy has actually purchased the required minimum quantity of Xxxxx required to be purchased as of such date pursuant to the provisions of Sections 1.2(b) [Yearly Minimum Quantities] and 1.3 (b) [Minimum Calendar Quarter Quantities] hereof, or has made all requisite payments pursuant to Section 1.2(c); and (d) If, as of any such particular future date during any future Contract Year, Conergy has not (i) become insolvent, (ii) made a general assignment for the benefit of creditors, (iii) suffered or permitted the...