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 Purchase Requirements. At the end of the eighteen (18) month period following the Launch Date (the “First Review Period”) and at the end of the eighteen (18) month period following the First Extension Date (as hereinafter defined) (the “Second Review Period”), if applicable, the Company shall evaluate Distributor’s purchase of Products under this Agreement. If Distributor fails to satisfy the Minimum Purchase Requirements (“Minimum Purchase Requirements”) as set forth on Exhibit A hereto for either the First Review Period (subject to adjustment as provided in the following paragraph) or the Second Review Period, the Company shall have the option (the “Buy Back Option”), in its sole and absolute discretion: (i) to reduce the Term of the Agreement to a period of **** from the date which is **** after receipt by Distributor of the Company’s notice of exercise of the Buy Back Option (“Buy Back Effective Date”) and to remove the provisions of this Agreement set forth on Exhibit A (the “Excluded Terms”), (ii) to designate one or more additional distributors for sales of any or all of the Products to Customers within any part or all of the Territory and/or to distribute itself or through any of its Affiliates any or all of the Products to Customers within any part or all of the Territory, (iii) to reduce to **** the Distributor Discount on any Systems with a Distributor Discount exceeding **** and to reduce the Distributor Discount on any Products other than Systems to ****, and (iv) to cease the payment of any and all System Purchase Incentives except for any System Purchase Incentives that were earned during the applicable Review Period. Notwithstanding the foregoing, Company shall not be permitted to exercise the Buy Back Option if at the completion of either the First Review Period or the Second Review Period there exists a material uncured breach of any material provision of this Agreement on the part of the Company. For the sole purpose of calculating the Company’s right to exercise the Buy Back Option with respect to the First Review Period only: (i) the Minimum Purchase Requirements for the months of September and October, 2006 shall be Aggregate Purchases of Systems (as defined in Exhibit A) in the amount of $**** (the “September/October Target Amount”), and (ii) notwithstanding the provisions of Exhibit A, in the event that Distributor would otherwise have failed to satisfy the Minimum Purchase Requirements for the First Review Period, then the Minimum Purchase Requirements f...
Minimum Purchase Requirements. Buyer hereby acknowledges and agrees that the prices set forth in this Contract are contingent upon Buyer’s agreement to purchase the total quantities set forth in the Buyer’s request for quote/proposal. If Buyer fails to purchase at least ninety percent (90%) of the quantities of Goods contained in its request for quote/proposal, Buyer agrees that the pricing on the Goods delivered to Buyer shall be adjusted retroactively to reflect the impact of lower volume on material pricing, labor efficiencies and other cost and expenses of Seller. Buyer hereby agrees to pay Seller such additional sums within thirty (30) days of the date of Seller’s invoice for payment.
Minimum Purchase Requirements. The Purchase Obligations set forth on Exhibit C are hereby modified so that Licensee's minimum purchase requirement shall be [*]. In addition, the following sentence is hereby added after the last sentence on Exhibit C: "Grantor shall have no right to enforce, and no action shall accrue in respect of, Licensee's Purchase Obligations until this Agreement shall have been in force for more than one year." [*] Information omitted and filed separately with the SEC pursuant to request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended.
Minimum Purchase Requirements. A. Minimum Purchase Requirements as Exclusive Manufacturer (New Doors) - : The number of Units of SmartGate Products which Rytec must purchase as original equipment for newly manufactured high speed industrial doors in order to retain the right to be the Exclusive Manufacturer pursuant to subparagraph 02.1(i) which can purchase SmartGate Products for original equipment in new high speed industrial doors is: Minimum Purchase Requirements as Exclusive Manufacturer MINIMUM PURCHASE REQUIREMENTS CONTRACT PERIOD AS MANUFACTURER (NEW DOORS) 0 - March 30, 2003 0 Units April 1, 2003 to end of Year 1 650 Units/90-day period Year 2 of Agreement 750 Units/90-day period Year 3 of Agreement 850 Units/90-day period Year 4 of Agreement 950 Units/90-day period Year 5 of Agreement 1,050 Units/90-day period The proportionate minimum purchase requirements shall be waived for: (i) any period during which SmartGate fails to fulfill Rytec purchase orders with regard to the stated minimum pursuant to Schedule 03.1; and (ii) any period during which SmartGate is unable to deliver SmartGate products which perform the intended function in a commercial manner. Should Rytec fail to satisfy the Minimum Purchase Requirements as Exclusive Manufacturer under this subsection A, this Agreement shall remain effective and binding and Rytec shall become a non-exclusive manufacturer entitled to purchase SmartGate Products and SmartGate shall be entitled to sell its Products to other manufacturers for the integration into high speed industrial doors within the Territory. In such event, Rytec shall continue to be the Exclusive Distributor of SmartGate Products for retrofit on installed high speed industrial doors pursuant to subsection 02.1(ii).
B. Exclusive Distributor Requirements (Retrofit) - Rytec shall have the right to be the Exclusive Distributor of SmartGate Products pursuant to subparagraph 02.1(ii) for retrofit sales for a period of one year from the full execution of this Agreement, provided Rytec meets the following criteria: (i) within six months of the date of this Agreement, Rytec demonstrates a pre-production prototype for retrofit on at least one door ("Model") manufactured by at least two of Rytec's largest competitors; and (ii) at tradeshows determined by Rytec and at the National Manufacturing Week show in March 2003 ("NMW") Rytec will show and demonstrate its retrofit capabilities and will be prepared to take orders for the product; and (iii) Rytec shall have developed for di...
Minimum Purchase Requirements. Subject to the terms of Exhibit F hereof, Tellabs agrees to purchase and shall submit Orders to meet the minimum Product purchase requirements for each quarter following the Effective Date, as reflected in Exhibit C to this Agreement, subject to Section 3.5 below.
Minimum Purchase Requirements. (a) NK shall purchase a sufficient amount of Products from Aspect so as to meet or exceed both the minimum purchase requirement for monitors set forth in Section 6(a)(i) below and the minimum purchase requirement for sensors set forth in Section 6(a)(ii) below.
Minimum Purchase Requirements. The Purchase Obligations set forth on Exhibit C of the License Agreement are hereby modified so that Licensee's minimum purchase requirement shall be $125,000 by April 5, 2001 and $175,000 by April 5, 2002, rather than $50,000 and $75,000 for the 1st 6 months and the 2nd 6 months, respectively. In addition, the following sentence is hereby added after the last sentence on Exhibit C: "Grantor shall have no right to enforce, and no action shall accrue in respect of, Licensee's Purchase Obligations until April 5, 2001."
Minimum Purchase Requirements. Distributor shall achieve the annual minimum purchase requirements (“Agreed Annual Sales”) set out in Exhibit C (as the same may be amended by B in accordance with annual marketing plans submitted by Distributor and approved by B).
Minimum Purchase Requirements. Buyer hereby acknowledges and agrees that the prices set forth in this contract are contingent upon Xxxxx's agreement to purchase the total quantities set forth in the Buyer's request for quote/proposal. If Buyer fails to purchase at 80% of the quantities of goods contained in its request for quote/proposal, Xxxxx agrees that the pricing on the goods delivered to Buyer shall be adjusted retroactively to reflect the impact of lower volume on material pricing, labor efficiencies and other cost and expenses of Seller. Xxxxx hereby agrees to pay Seller such additional sums NET 30 following Xxxxx’s receipt of Seller’s invoice. The parties will negotiate in good faith the price, quantity and delivery terms for service parts taking into account the availability and costs of necessary materials, supplies, labor and other costs for equipment, set up, packaging and similar factors. Xxxxx also agrees to purchasing commitments of 6 weeks firm finished goods inventory and 8 weeks fab authorization. In the event of program cancellation, drastic shifts in volume or other volume related fluctuation not directly affected by Seller, Xxxxx agrees to purchase this committed inventory.
