Common use of Purchase and Sale Commitment Clause in Contracts

Purchase and Sale Commitment. (a) Customer shall purchase and Supplier shall sell the Requirement Volume of Product set forth below during the initial Contract Year (as hereinafter defined) of this Agreement: The Requirement Volume for each subsequent Contract Year shall be set forth in a notice from Customer to Supplier delivered on or before May 15 preceding a Contract Year and, for each Product, shall be not less than sixty-five percent (65%) of the Sales Target Volume for such Product as of May 15 of the current Contract Year nor more than one-hundred percent (100%) of the Sales Target Volume for such Product for such subsequent Contract Year. (b) Customer also intends, but shall not be obligated, to purchase and Supplier also intends, but shall not be obligated, to sell for each Product an additional volume (the “Additional Volume”) equal to the Sales Target Volume less the Requirement Volume. The Sales Target Volume for the initial Contract Year is set forth in Section 1(a) of this Agreement. The Sales Target Volume for each Product for each subsequent Contract Year shall be set by mutual agreement of the parties on or before the first day of May preceding a Contract Year and, in the absence of such mutual agreement on or before the first day of May, shall be set by Supplier for each Product in a notice to Customer and shall be not more than one hundred five percent (105%) of the Sales Target Volume for such Product set at the beginning of the preceding Contract Year (i.e., unadjusted by any change pursuant to Section 1(c), Section 1(d), Section 1(f), Section 1(g) or Section 15(c) of this Agreement). (c) In the event Customer receives a bona fide offer from a third party during any Contract Year, which offer (i) provides for the sale of Product to Customer, (ii) Customer desires to accept and (iii) may impact Customer’s ability or willingness to purchase the Sales Target Volume, Customer shall notify Supplier (the “Third Party Purchase Notice”) of the volume of Product it intends to purchase, the terms and conditions of such purchase and the date and time by which Supplier must respond to such Third Party Purchase Notice. Supplier shall have until the time and date set forth in such Third Party Purchase Notice to agree to sell the specified volume of Product to Customer on the terms and conditions set forth in the Third Party Purchase Notice. If Supplier fails to respond to the Third Party Purchase Notice within the time specified, or if Supplier declines to sell the specified volume of Product to Customer, Customer may purchase the specified volume of Product from such third party on the terms and conditions set forth in the Third Party Purchase Notice and the Sales Target Volume shall be reduced by an amount equal to the volume of Product so purchased by Customer (provided, however, that the Sales Target Volume shall not be reduced below the Requirement Volume). (d) In the event Supplier receives a bona fide offer from a third party during any Contract Year, which offer (i) provides for the purchase of Product from Supplier, (ii) Supplier desires to accept and (iii) may impact Supplier’s ability or willingness to supply the Sales Target Volume, Supplier shall notify Customer (the “Third Party Sale Notice”) of the volume of Product it intends to sell, the terms and conditions of such sale and the date and time by which Customer must respond to such Third Party Sale Notice. Customer shall have until the time and date set forth in such Third Party Sale Notice to agree to purchase the specified volume of Product from Supplier on the terms and conditions set forth in the Third Party Sale Notice. If Customer fails to respond to the Third Party Sale Notice within the time specified, or if Customer declines to purchase the specified volume of Product from Supplier, Supplier shall be free to sell the specified volume of Product to such third party on the terms and conditions set forth in the Third Party Sale Notice and the Sales Target Volume shall be reduced by an amount equal to the volume of Product so sold by Supplier (provided, however, that the Sales Target Volume shall not be reduced below the Requirement Volume). (e) Notwithstanding the provision of Section 17(b) of this Agreement, the Third Party Purchase Notice and the Third Party Sale Notice shall be delivered to the following individuals: The Third Party Purchase Notice and the Third Party Sale Notice, again notwithstanding the provisions of Section 17(b) of this Agreement, may be sent by email provided the sender has been notified of the recipient’s email address. (f) Without limiting Supplier’s obligations under Section 1(d) of this Agreement, in the event that, at any time during a Contract Year, Supplier reduces the volume of Product available for sale and such action may impact Supplier’s ability to supply the Sales Target Volume, Supplier may reduce the Sales Target Volume for such Contract Year (but not below the Requirement Volume) by delivering notice to Customer advising Customer of such reduction in the Sales Target Volume. (g) Supplier shall not be obligated to accept any order for Product if, at the time Customer orders such Product, the cumulative volume of such Product ordered by Customer is in excess of the volume set forth in the Take Pattern (as hereinafter defined). If, after accepting an order from Customer, Supplier determines that Supplier cannot supply the Product ordered in accordance with the Take Pattern, Supplier shall promptly notify Customer (the “Order Modification”) of the revised manner and date the Product will be supplied. Customer shall then have the option, exercisable by delivering notice to Supplier on or before 5:00 p.m. Central Time on the second business day following delivery of the Order Modification, of either (i) terminating the order without obligation for payment (in which case the volume of Product ordered shall reduce the Requirement Volume and the Sales Target Volume) and, at Customer’s option, purchasing the Product ordered from a third party at a commercially reasonable price or (ii) accepting the changes set forth in the Order Modification. In the event Customer fails to notify Supplier of its election on or before 5:00 p.m. Central Time on the second business day following delivery of an Order Modification, Customer shall be deemed to have accepted the changes set forth in the Order Modification.

Purchase and Sale Commitment. (a) Customer shall purchase and Supplier shall sell the Requirement Volume of Product set forth below during the initial Contract Year (as hereinafter defined) of this Agreement: The Requirement Volume for each subsequent Contract Year shall be set forth in a notice from Customer to Supplier delivered on or before May 15 the first day of June preceding a Contract Year and, for each Product, shall be not less than sixty-five percent (65%) of the Sales Target Volume for such Product as of May 15 of the current Contract Year nor more than one-hundred percent (100%) of the Sales Target Volume for such Product for such subsequent Contract Year. (b) Customer also intends, but shall not be obligated, to purchase and Supplier also intends, but shall not be obligated, to sell for each Product an additional volume (the “"Additional Volume”") equal to the Sales Target Volume less the Requirement Volume. The Sales Target Volume for the initial Contract Year is set forth in Section 1(a) of this Agreement. The Sales Target Volume for each Product for each subsequent Contract Year shall be set by mutual agreement of the parties on or before the first day of May preceding a Contract Year and, in the absence of such mutual agreement on or before the first day of May, shall be set by Supplier for each Product in a notice to Customer and shall be not more than one hundred percent (100%) nor less than ninety-five percent (10595%) of the Sales Target Volume for such Product set at the beginning of the preceding Contract Year (i.e., unadjusted by any change pursuant to Section 1(c), Section 1(d), Section 1(f), Section 1(g) or Section 15(c) of this Agreement). (c) In the event Customer receives a bona fide offer from a third party during any Contract Year, which offer (i) provides for the sale of Product to Customer, (ii) Customer desires to accept and (iii) may impact Customer’s 's ability or willingness to purchase the Sales Target Volume, Customer shall notify Supplier (the “"Third Party Purchase Notice”") of the volume of Product it intends to purchase, the terms and conditions of such purchase and the date and time by which Supplier must respond to such Third Party Purchase Notice. Supplier shall have until the time and date set forth in such Third Party Purchase Notice to agree to sell the specified volume of Product to Customer on the terms and conditions set forth in the Third Party Purchase Notice. If Supplier fails to respond to the Third Party Purchase Notice within the time specified, or if Supplier declines to sell the specified volume of Product to Customer, Customer may purchase the specified volume of Product from such third party on the terms and conditions set forth in the Third Party Purchase Notice and the Sales Target Volume shall be reduced by an amount equal to the volume of Product so purchased by Customer (provided, however, that the Sales Target Volume shall not be reduced below the Requirement Volume). (d) In the event Supplier receives a bona fide offer from a third party during any Contract Year, which offer (i) provides for the purchase of Product from Supplier, (ii) Supplier desires to accept and (iii) may impact Supplier’s 's ability or willingness to supply the Sales Target Volume, Supplier shall notify Customer (the “"Third Party Sale Notice”") of the volume of Product it intends to sell, the terms and conditions of such sale and the date and time by which Customer must respond to such Third Party Sale Notice. Customer shall have until the time and date set forth in such Third Party Sale Notice to agree to purchase the specified volume of Product from Supplier on the terms and conditions set forth in the Third Party Sale Notice. If Customer fails to respond to the Third Party Sale Notice within the time specified, or if Customer declines to purchase the specified volume of Product from Supplier, Supplier shall be free to sell the specified volume of Product to such third party on the terms and conditions set forth in the Third Party Sale Notice and the Sales Target Volume shall be reduced by an amount equal to the volume of Product so sold by Supplier (provided, however, that the Sales Target Volume shall not be reduced below the Requirement Volume). (e) Notwithstanding the provision of Section 17(b) of this Agreement, the Third Party Purchase Notice and the Third Party Sale Notice shall be delivered to the following individuals: The Third Party Purchase Notice and the Third Party Sale Notice, again notwithstanding the provisions of Section 17(b) of this Agreement, may be sent by email provided the sender has been notified of the recipient’s 's email address. (f) Without limiting Supplier’s 's obligations under Section 1(d) of this Agreement, in the event that, at any time during a Contract Year, Supplier reduces the volume of Product available for sale and such action may impact Supplier’s 's ability to supply the Sales Target Volume, Supplier may reduce the Sales Target Volume for such Contract Year (but not below the Requirement Volume) by delivering notice to Customer advising Customer of such reduction in the Sales Target Volume. (g) Supplier shall not be obligated to accept any order for Product if, at the time Customer orders such Product, the cumulative volume of such Product ordered by Customer is in excess of the volume set forth in the Take Pattern (as hereinafter defined). If, after accepting an order from Customer, Supplier determines that Supplier cannot supply the Product ordered in accordance with the Take Pattern, Supplier shall promptly notify Customer (the “"Order Modification”") of the revised manner and date the Product will be supplied. Customer shall then have the option, exercisable by delivering notice to Supplier on or before 5:00 p.m. Central Time on the second business day following delivery of the Order Modification, of either (i) terminating the order without obligation for payment (in which case the volume of Product ordered shall reduce the Requirement Volume and the Sales Target VolumeVolume and shall be included in the Overall Annual Tonnage for purposes of calculating any incentive payment under Performance Incentive No. 5) and, at Customer’s 's option, purchasing the Product ordered from a third party at a commercially reasonable price or (ii) accepting the changes set forth in the Order Modification. In the event Customer fails to notify Supplier of its election on or before 5:00 p.m. Central Time on the second business day following delivery of an Order Modification, Customer shall be deemed to have accepted the changes set forth in the Order Modification. (h) The Requirement Volume and the Sales Target Volume set forth in Section 1(a) of this Agreement are based upon Customer receiving from ***** ("*****") an order for ***** tons of urea (the "***** Urea Commitment") and ***** tons of DAP (the "***** DAP Commitment") for the then current Contract Year. In the event Customer receives a reduced commitment (or no commitment) from ***** for urea or for DAP in the then current Contract Year, and provided Customer notifies Supplier of such reduced commitment on or before October 1 of the then current Contract Year, (i) the Requirement Volume and the Sales Target Volume for urea shall be reduced by the difference between the ***** Urea Commitment and the actual commitment received by Customer from ***** for urea for such Contract Year and (ii) the Requirement Volume and the Sales Target Volume for DAP shall be reduced by the difference between the ***** DAP Commitment and the actual commitment received by Customer from ***** for DAP for such Contract Year.

Purchase and Sale Commitment. (a) Customer shall purchase and Supplier shall sell the Requirement Volume of Product set forth below during the initial Contract Year (as hereinafter defined) of this Agreement: The Requirement Volume for each subsequent Contract Year shall be set forth in a notice from Customer to Supplier delivered on or before May 15 the first day of June preceding a Contract Year and, for each Product, shall be not less than sixty-five percent (65%) of the Sales Target Volume for such Product as of May 15 of the current Contract Year nor more than one-hundred percent (100%) of the Sales Target Volume for such Product for such subsequent Contract Year. (b) Customer also intends, but shall not be obligated, to purchase and Supplier also intends, but shall not be obligated, to sell for each Product an additional volume (the “"Additional Volume”") equal to the Sales Target Volume less the Requirement Volume. The Sales Target Volume for the initial Contract Year is set forth in Section 1(a) of this Agreement. The Sales Target Volume for each Product for each subsequent Contract Year shall be set by mutual agreement of the parties on or before the first day of May preceding a Contract Year and, in the absence of such mutual agreement on or before the first day of May, shall be set by Supplier for each Product in a notice to Customer and shall be not more than one hundred percent (100%) nor less than ninety-five percent (10595%) of the Sales Target Volume for such Product set at the beginning of the preceding Contract Year (i.e., unadjusted by any change pursuant to Section 1(c), Section 1(d), Section 1(f), Section 1(g) or Section 15(c) of this Agreement). (c) In the event Customer receives a bona fide offer from a third party during any Contract Year, which offer (i) provides for the sale of Product to Customer, (ii) Customer desires to accept and (iii) may impact Customer’s 's ability or willingness to purchase the Sales Target Volume, Customer shall notify Supplier (the “"Third Party Purchase Notice”") of the volume of Product it intends to purchase, the terms and conditions of such purchase and the date and time by which Supplier must respond to such Third Party Purchase Notice. Supplier shall have until the time and date set forth in such Third Party Purchase Notice to agree to sell the specified volume of Product to Customer on the terms and conditions set forth in the Third Party Purchase Notice. If Supplier fails to respond to the Third Party Purchase Notice within the time specified, or if Supplier declines to sell the specified volume of Product to Customer, Customer may purchase the specified volume of Product from such third party on the terms and conditions set forth in the Third Party Purchase Notice and the Sales Target Volume shall be reduced by an amount equal to the volume of Product so purchased by Customer (provided, however, that the Sales Target Volume shall not be reduced below the Requirement Volume). (d) In the event Supplier receives a bona fide offer from a third party during any Contract Year, which offer (i) provides for the purchase of Product from Supplier, (ii) Supplier desires to accept and (iii) may impact Supplier’s 's ability or willingness to supply the Sales Target Volume, Supplier shall notify Customer (the “"Third Party Sale Notice”") of the volume of Product it intends to sell, the terms and conditions of such sale and the date and time by which Customer must respond to such Third Party Sale Notice. Customer shall have until the time and date set forth in such Third Party Sale Notice to agree to purchase the specified volume of Product from Supplier on the terms and conditions set forth in the Third Party Sale Notice. If Customer fails to respond to the Third Party Sale Notice within the time specified, or if Customer declines to purchase the specified volume of Product from Supplier, Supplier shall be free to sell the specified volume of Product to such third party on the terms and conditions set forth in the Third Party Sale Notice and the Sales Target Volume shall be reduced by an amount equal to the volume of Product so sold by Supplier (provided, however, that the Sales Target Volume shall not be reduced below the Requirement Volume). (e) Notwithstanding the provision of Section 17(b) of this Agreement, the Third Party Purchase Notice and the Third Party Sale Notice shall be delivered to the following individuals: The Third Party Purchase Notice and the Third Party Sale Notice, again notwithstanding the provisions of Section 17(b) of this Agreement, may be sent by email provided the sender has been notified of the recipient’s 's email address. (f) Without limiting Supplier’s 's obligations under Section 1(d) of this Agreement, in the event that, at any time during a Contract Year, Supplier reduces the volume of Product available for sale and such action may impact Supplier’s 's ability to supply the Sales Target Volume, Supplier may reduce the Sales Target Volume for such Contract Year (but not below the Requirement Volume) by delivering notice to Customer advising Customer of such reduction in the Sales Target Volume. (g) Supplier shall not be obligated to accept any order for Product if, at the time Customer orders such Product, the cumulative volume of such Product ordered by Customer is in excess of the volume set forth in the Take Pattern (as hereinafter defined). If, after accepting an order from Customer, Supplier determines that Supplier cannot supply the Product ordered in accordance with the Take Pattern, Supplier shall promptly notify Customer (the “"Order Modification”") of the revised manner and date the Product will be supplied. Customer shall then have the option, exercisable by delivering notice to Supplier on or before 5:00 p.m. Central Time on the second business day following delivery of the Order Modification, of either (i) terminating the order without obligation for payment (in which case the volume of Product ordered shall reduce the Requirement Volume and the Sales Target VolumeVolume and shall be included in the Overall Annual Tonnage for purposes of calculating any incentive payment under Performance Incentive No. 5) and, at Customer’s 's option, purchasing the Product ordered from a third party at a commercially reasonable price or (ii) accepting the changes set forth in the Order Modification. In the event Customer fails to notify Supplier of its election on or before 5:00 p.m. Central Time on the second business day following delivery of an Order Modification, Customer shall be deemed to have accepted the changes set forth in the Order Modification.

Purchase and Sale Commitment. (a) Customer shall purchase and Supplier shall sell the Requirement Volume of Product set forth below during the initial Contract Year (as hereinafter defined) of this Agreement: The Requirement Volume for each subsequent Contract Year shall be set forth in a notice from Customer to Supplier delivered on or before May 15 the first day of June preceding a Contract Year and, for each Product, shall be not less than sixty-five percent (65%) of the Sales Target Volume for such Product as of May 15 of the current Contract Year nor more than one-hundred percent (100%) of the Sales Target Volume for such Product for such subsequent Contract Year. (b) Customer also intends, but shall not be obligated, to purchase and Supplier also intends, but shall not be obligated, to sell for each Product an additional volume (the “"Additional Volume”") equal to the Sales Target Volume less the Requirement Volume. The Sales Target Volume for the initial Contract Year is set forth in Section 1(a) of this Agreement. The Sales Target Volume for each Product for each subsequent Contract Year shall be set by mutual agreement of the parties on or before the first day of May preceding a Contract Year and, in the absence of such mutual agreement on or before the first day of May, shall be set by Supplier for each Product in a notice to Customer and shall be not more than one hundred percent (100%) nor less than ninety-five percent (10595%) of the Sales Target Volume for such Product set at the beginning of the preceding Contract Year (i.e., unadjusted by any change pursuant to Section 1(c), Section 1(d), Section 1(f), Section 1(g) or Section 15(c) of this Agreement). (c) In the event Customer receives a bona fide offer from a third party during any Contract Year, which offer (i) provides for the sale of Product to Customer, (ii) Customer desires to accept and (iii) may impact Customer’s 's ability or willingness to purchase the Sales Target Volume, Customer shall notify Supplier (the “"Third Party Purchase Notice”") of the volume of Product it intends to purchase, the terms and conditions of such purchase and the date and time by which Supplier must respond to such Third Party Purchase Notice. Supplier shall have until the time and date set forth in such Third Party Purchase Notice to agree to sell the specified volume of Product to Customer on the terms and conditions set forth in the Third Party Purchase Notice. If Supplier fails to respond to the Third Party Purchase Notice within the time specified, or if Supplier declines to sell the specified volume of Product to Customer, Customer may purchase the specified volume of Product from such third party on the terms and conditions set forth in the Third Party Purchase Notice and the Sales Target Volume shall be reduced by an amount equal to the volume of Product so purchased by Customer (provided, however, that the Sales Target Volume shall not be reduced below the Requirement Volume). (d) In the event Supplier receives a bona fide offer from a third party during any Contract Year, which offer (i) provides for the purchase of Product from Supplier, (ii) Supplier desires to accept and (iii) may impact Supplier’s 's ability or willingness to supply the Sales Target Volume, Supplier shall notify Customer (the “"Third Party Sale Notice”") of the volume of Product it intends to sell, the terms and conditions of such sale and the date and time by which Customer must respond to such Third Party Sale Notice. Customer shall have until the time and date set forth in such Third Party Sale Notice to agree to purchase the specified volume of Product from Supplier on the terms and conditions set forth in the Third Party Sale Notice. If Customer fails to respond to the Third Party Sale Notice within the time specified, or if Customer declines to purchase the specified volume of Product from Supplier, Supplier shall be free to sell the specified volume of Product to such third party on the terms and conditions set forth in the Third Party Sale Notice and the Sales Target Volume shall be reduced by an amount equal to the volume of Product so sold by Supplier (provided, however, that the Sales Target Volume shall not be reduced below the Requirement Volume). (e) Notwithstanding the provision of Section 17(b) of this Agreement, the Third Party Purchase Notice and the Third Party Sale Notice shall shall, as the case may be, be delivered to the following individualsindividuals based upon the volume of Product which is the subject of the notice: The Third Party Purchase Notice and the Third Party Sale Notice, again notwithstanding the provisions of Section 17(b) of this Agreement, may be sent by email provided the sender has been notified of the recipient’s 's email address. (f) Without limiting Supplier’s 's obligations under Section 1(d) of this Agreement, in the event that, at any time during a Contract Year, Supplier reduces the volume of Product available for sale and such action may impact Supplier’s 's ability to supply the Sales Target Volume, Supplier may reduce the Sales Target Volume for such Contract Year (but not below the Requirement Volume) by delivering notice to Customer advising Customer of such reduction in the Sales Target Volume. (g) Supplier shall not be obligated to accept any order for Product if, at the time Customer orders such Product, the cumulative volume of such Product ordered by Customer is in excess of the volume set forth in the Take Pattern (as hereinafter defined). If, after accepting an order from Customer, Supplier determines that Supplier cannot supply the Product which has been ordered in accordance with the Take Pattern, Supplier shall promptly notify Customer (the “"Order Modification”") of the revised manner and date the Product will be supplied. Customer shall then have the option, exercisable by delivering notice to Supplier on or before 5:00 p.m. Central Time on the second business day following delivery of the Order Modification, of either (i) terminating the order without obligation for payment (in which case the volume of Product ordered shall reduce the Requirement Volume and the Sales Target VolumeVolume and shall be included in the Overall Annual Tonnage for purposes of calculating any incentive payment under Performance Incentive No. 5) and, at Customer’s 's option, purchasing the Product ordered from a third party at a commercially reasonable price or (ii) accepting the changes set forth in the Order Modification. In the event Customer fails to notify Supplier of its election on or before 5:00 p.m. Central Time on the second business day following delivery of an Order Modification, Customer shall be deemed to have accepted the changes set forth in the Order Modification.