Minimum Sales. 26.1.1. It is recorded that the Scheme will comprise Sections. This Agreement is made subject to the Seller selling Sections in the Scheme to a value of at least 80% (Eighty) percent of the aggregate value of all Sections in the Scheme within 12 (Twelve) months after the date that marketing commenced. For purposes of this Clause "sell" will mean the coming into existence of a deed of sale between the Seller and the Purchaser, which is not subject to the condition precedent referred to in Clause 6 and/or Clause 29, or in respect of which such condition precedent, if imposed, has been fulfilled.
26.1.2. In the event of the aforesaid condition not being fulfilled within the abovementioned time-period, the time-period will automatically be extended with a maximum period of 6 (Six) months after the Due Date, or such longer period as the Parties may agree to in writing (the Extended Date).
26.1.3. It is recorded that this condition precedent is inserted solely for the benefit of the Seller. The Seller may waive the benefit of this condition.
26.1.4. In the event of this condition not being fulfilled, the Seller will refund the Purchaser all amounts paid in terms of this Agreement.
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.
4.2 Contract Sales Representative will use its best efforts to achieve the Minimum Sales in any given Agreement Year. In particular, Contract Sales Representative will:
a) actively promote, sell and service the Products in the Territories;
b) diligently pursue sales leads provided by RCAI;
c) initiate sales programs, campaigns, surveys, promotions and advertising programs;
d) comply with all provisions of Sections 8 and 9 hereof on training and advertising;
e) respond promptly and fully to any of RCAI's requests for information on customers or market conditions in Contract Sales Representative's Territory.
4.3 In the event that CSR fails to achieve the Minimum Sales in any Agreement Year, RCAI may, in its sole discretion, revise the Minimum Sales for the Territory, and/or revoke the exclusive appointment granted herein in the Territory with immediate effect and appoint other Contract Sales Representative(s) in the Territory, and/or terminate this Agreement in full immediately upon 90 days written notice to CSR.
Minimum Sales. The MSL has the right to set a minimum sales level for a Retailer. If the MSL sets a minimum sales level for a Retailer, the Retailer must maintain that sales level in order to remain a Lottery Retailer.
Minimum Sales. If Seller fails to offer to sell and assign to Allied a monthly minimum of $0 in Accounts which are acceptable to Allied, Seller will pay to Allied the difference between the Discount on all Accounts purchased by Allied from Seller during the month and $0.
Minimum Sales. 13.2.1 The minimum quantity of Products to be sold in the Territory (“Minimum Sales”) is set forth in a table in Schedule 11.
13.2.2 If the Minimum Sales are not met during 2 (two) consecutive years, TiGenix is entitled to unilaterally render this Agreement non-exclusive towards Sobi or terminate this Agreement. In such case, Sobi shall use commercially reasonable efforts to transfer the pricing reimbursements, as well as any pricing and reimbursement approvals, permits or other authorizations which may have been obtained in the name of Sobi or jointly in the name of TiGenix and Sobi [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. pursuant to this Agreement, to either TiGenix or any other Third Party to whom TiGenix would grant a license for the Territory, as quickly as possible.
13.2.3 Ordering of the Product is made in accordance with the process specified in Schedule 2c and Schedule 4.
Minimum Sales. Executive’s Base Salary shall be subject to gross revenues of AVT which exceed $10,000,000 per annum. In the event that gross revenues of AVT do not exceed $10,000,000, Executive’s Base Salary shall be re-evaluated by the Compensation Committee.
Minimum Sales. The sale by the Company of any Shares is conditioned upon the receipt and acceptance by the Company of a number of subscriptions totaling at least the Minimum Subscription (as defined below), provided that the Company shall not accept any subscription from a Subscriber who has not executed and delivered Definitive Documents therefore. The minimum accumulated subscription (Minimum Subscription) shall be Five Hundred Thousand Dollars ($500,000).
Minimum Sales. In addition to all of its other obligations under this Agreement, the Distributor shall achieve the annual minimum sales of the Products specified on Schedule A attached hereto, as such Schedule A may be amended in writing by the parties hereto from time to time during the term hereof. The Distributor understands and acknowledges that its strict fulfillment of such minimum sales is an essential condition to this Agreement and that its failure to make any of such sales shall be just cause for termination of this Agreement pursuant to Section 18.3 hereof.
Minimum Sales. 10.1 As set forth in Appendix F, Westinghouse, upon written notice to Licensee, may elect to amend the definition of Territory to delete therefrom any of the listed jurisdictions should the NIP of Products sold not exceed the respective minimums indicated in Appendix F for the fiscal year, as adjusted by the Adjustment Factor (defined in Subsection 4.4). From and after such deletion from the definition of Territory, Licensee’s license under this Agreement for those jurisdictions shall be terminated.
Minimum Sales a) If the first Regulatory Approval of the Collaboration Product in the United States does not significantly differ from the TPP, Pharmacia guarantees that Pharmacia and its Sublicensees will achieve Net Sales of [*] per calendar year during the second through tenth full calendar years after the First Commercial Sale; provided that if this Agreement shall terminate or expire prior to the end of any such full calendar year, Pharmacia guarantees, with respect to such less than full calendar year, that Pharmacia and its Sublicensees will achieve Net Sales of such pro rata portion of [*] as corresponds to the percentage of such calendar year comprised by the period therein ending upon the effective date of such termination or expiration. Beginning with the third full calendar year after the First Commercial Sale, such minimum Net Sales amount shall be adjusted annually based on the changes in the Producer Price Index for Pharmaceutical Preparations. Notwithstanding the foregoing, such minimum Net Sales obligations will not be applicable where (i) Nastech fails to supply sufficient quantities of Collaboration Product in accordance with the Supply Agreement (unless such failure is caused primarily by any act or omission of Pharmacia or its Sublicensees in breach hereof or of the Supply Agreement) or (ii) the Collaboration Product is withdrawn from the market because continued sale of such Collaboration Product would be in violation of applicable Law or Pharmacia determines that the continued sale of such Collaboration Product would be unethical. In the event Pharmacia and its Sublicensees fail to achieve the applicable minimum Net Sales, Pharmacia shall (x) pay royalties to Nastech as if such minimum Net Sales had been achieved, and (y) grant rights to Nastech to permit Nastech’s sales representatives to detail Collaboration Product, at Nastech’s cost, in the US, Japan and major EU markets, to the extent permitted under applicable Laws and in accordance with the Global Commercialization Plan.
b) In the event of a dispute between the Parties as to whether the Collaboration Product conforms to the TPP in accordance with Sections 5.7(b) or 9.3(a), the matter shall be submitted for decision to a neutral Third Party of sufficient knowledge and experience with the disputed subject matter who shall have been approved by Nastech and Pharmacia. In determining the conformity of the Collaboration Product to the TPP, the dispositive issue shall be whether the Collaboration ...
