Last Time Buy. During the [*] immediately prior to the expiration of this Agreement pursuant to Section 13.1 (Term) or, in the event that the Parties agree to terminate this Agreement, within [*] after the effective date of such termination, Zomedica may in its sole discretion, and subject to and in accordance with Section 7.9 (Minimum Requirements), submit a single Purchase Order for one or more Products. For the avoidance of doubt, while Zomedica must submit a Purchase Order within the time frames set forth above, if agreed by Zomedica and Qorvo the ordered Products may be shipped over a longer period of time (including in staggered shipments) up to a maximum of [*] from the effective date of expiration or termination of this Agreement. Subject to Qorvo’s capacity constraints and availability or supply (as applicable), unless otherwise agreed by the Parties, Qorvo will satisfy (or have satisfied) any such Purchase Order that includes volumes of each Instrument and Cartridge and delivery times, in each case, no more than the aggregate quantities set forth [*] immediately prior to such Purchase Order.
Last Time Buy. (a) Upon notification by Acacia to not renew the Agreement pursuant to Section 9.1, ADVA shall have the right to, within [**] months from the last day on which Acacia may submit such notification prior to the then current term (“Last Time Buy Order Period”), place Last Time Buy Purchase Orders (“Last Time Buy Orders”) with Acacia for Products at the then existing contract prices, lead times, and other delivery obligations. Acacia will accept such Last Time Buy Orders. ADVA may place Last Time Buy Orders if at the time of placing the order a documented supply chain disruption or force majeure event exists with the understanding that the delivery will be limited or delayed due to such conditions pursuant to section 4.3.4.
Last Time Buy. In the event of any termination (excluding CCC’s termination pursuant to Section 11.3 or termination pursuant to Section 11.2) or non-renewal of this Agreement, Nevro shall have the option to make a Last Time Buy. If Nevro provides the notice of termination, then Nevro must provide the Last Time Buy order at the same time it provides the notice of termination. If CCC provides the notice of termination under Section 11.1, then Nevro must provide the Last Time Buy order at least [***] ([***]) months prior to the effective date of termination and must take delivery of such Last Time Buy within [***] ([***]) months of such order. Any Last Time Buy under Section 11.1 or Section 11.2 will be subject to a price increase equal to [***] (i.e., [***]), provided that such incremental costs shall not exceed [***]% of the price of the applicable Products. CCC shall provide invoices and other reasonably detailed documentation to demonstrate the amount of such costs. [***] Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Last Time Buy. In the event that Symbios determines the production of the Helium ASIC is to be discontinued then Symbios shall provide ATML notice of such intent ("Notice"), and shall offer ATML a last time buy opportunity. The Notice will contain the date for the last shipment of product ("EOL Date"), which shall be no less than 12 months after the date of such Notice. At ATML's request and with the appropriate purchase order, Symbios will hold in inventory a quantity of product no greater than 20% of the shipments made during the twelve (12) month period immediately proceeding the date of the Notice. Symbios will hold this inventory for up to one year past the EOL Date at a cost to ATML of 120% of the current finished unit price.
Last Time Buy. Buyer may also submit a Purchase Order to Seller representing Buyer’s last time buy of Resonators from Seller as described in this Section 9.2 (“Last Time Buy Order”) upon Seller’s end-of-life of such Resonator or, if this Agreement is terminated under Section 17.1, upon the termination of this Agreement. Unless otherwise agreed to by both Buyer and Seller, the Last Time Buy Order s limited to the greater of (a) four (4) times the amount of Resonators actually purchased by Buyer in the quarter immediately preceding the submission of such Last Time Buy Order, or (b) the amount of Resonators actually purchased by Buyer in the twelve (12) months immediately preceding the date of submission of the Last Time Buy Order. Seller agrees that Buyer may place the Purchase Order for such Last Time Buy below MOQ.
Last Time Buy. In the event Buyer receives a notice of termination pursuant to Section 6.3 of this Agreement, Buyer shall have the right, in addition to any binding commitments for Products under Section 2.1(b) above existing at the time of receipt of such notice, to submit, within thirty (30) days of receipt of such notice of termination, a Purchase Order for a final, one-time, last buy of Products ("LAST TIME BUY"), provided that (1) other than Sections 2.1(a) (Forecasts), Section 2.1(b) (Forecast Commitments), such Purchase Order conforms to the other terms and conditions of this Agreement; (2) the Requested Shipping Dates for all Products are prior to the effective date of termination of the Agreement (TERMINATION DATE"), provided that Celeritek shall be entitled to extend the Scheduled Shipping Date for any Products beyond the Termination Date to the extent deemed reasonably required by Celeritek to deliver the quantity of Products of Buyer's Last Time Buy; and (3) the quantities of Products of such Last Time Buy represent a good faith, reasonable estimate on the part of Buyer of its requirement for Products over the eighteen (18) months following delivery of the Purchase Order for the Last Time Buy. For avoidance of doubt, in no event shall Buyer's Last Time Buy be deemed to require Celeritek to obtain any additional manufacturing capacity or personnel resources to fulfill such Last Time Buy, which, if in Celeritek's good faith, reasonable opinion will be required to fulfill such Last Time Buy, the parties shall negotiate in good faith alternate quantities of Products based on Celeritek's then existing and available manufacturing capacity and personnel resources and Buyer's estimated requirements.
Last Time Buy. Distributor may make last-time buys during the Last-Time Buy Period of enough Goods to fulfill its then-pending commitments to its Customers. Seller shall use commercially reasonable efforts to supply the last time buy and is in no event required to supply any Good if Seller reasonably detentions that (a) the Good is infringing or (b) the sale would violate the Law.
Last Time Buy. VAR agrees to promptly review such notices of Hardware deletions, Minor Hardware Modifications and Major Hardware Modifications and advise ECHELON within sixty (60) days of each such notice if the deletion, Minor Hardware Modification or Major Hardware Modification cannot be reasonably accommodated within VAR’s Value-
Last Time Buy. Master Distributor may, but will have no obligation to, make last-time buys during the Last-Time Buy Period of enough Goods to fulfill its then-pending and Forecasted commitments to Customers. Seller shall use commercially reasonable efforts to supply the last time buy and is in no event required to supply any Good if Seller reasonably determines that (a) the Good is infringing or (b) the sale would violate any Law.
Last Time Buy. In event of termination or expiration of this Agreement, Buyer shall have a right to place an order for a last time buy pursuant to Section 4.6 (Discontinuation) during the remainder of the term of this Agreement and for ninety (90) days thereafter as though Supplier had elected to exit the business. Supplier shall be required to supply Products sufficient to satisfy Buyer’s then current demand planning forecast for a period of at least twelve (12) months.
