Purchase and Supply Commitments Sample Clauses

Purchase and Supply Commitments. 2.1 Each Contract Year during the Term of this Agreement, and subject to the terms and conditions set forth below, Exide shall purchase from Daramic, and Daramic agrees to supply to Exide, [*****] Separators for use in producing batteries in Exide's North American manufacturing facilities, which requirements shall be no less than [*****] of Separators (which will represent a total of approximately [*****] of Separators), of which no less than [*****] of such Separators will have [*****] (hereinafter referred to as Exide's "Minimum Purchase Requirement"). Exide's purchases for use in producing batteries outside of North America shall not count towards this Minimum Purchase Requirement. If, at any time during the Term of this Agreement, Exide (a) acquires all or part ownership of any of Daramic's Customers (as defined below) or (b) establishes a partnership or other joint venture relationship with any of Daramic's Customers, then and in such event(s), any purchases of Separators by Exide or these partnership or joint venture entities up to but not in excess of the average annual purchases by such Customers from Daramic over the two years prior to Exide's purchase of or involvement with such entities shall not count toward the Minimum Purchase Requirement. If, at any time during the Term of this Agreement, Exide acquires substantially all of the assets of a battery manufacturing facility owned by any of Daramic's Customers and such facility, at the time of the acquisition thereof by Exide, was being supplied with Separators purchased from Daramic, then purchases by Exide for use at such facility shall not count toward the Minimum Purchase Requirement. For purposes of Sections 2.1 and 2.2, Daramic's "Customers" shall mean the customers listed on Exhibit C attached hereto; provided, however, that such customers are purchasing Separators from Daramic at the time of the applicable transaction with Exide. Daramic acknowledges and agrees that Exhibit C attached hereto contains a complete and accurate listing of Daramic's current customers as of the date of this Agreement.
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Purchase and Supply Commitments. Subject to the terms of this Agreement, during the Term, Silan shall make available for supply, and Sipex shall order, no fewer than the quantities of Sipex Products provided in this Section 2.3, as follows: Sipex shall order an average of at least [+] Equivalent Wafers per week, calculated on a Quarterly basis, multiplied, or otherwise adjusted, by the Ramp Factor in effect as of the beginning of each such Quarter ("Order Commitment") (the procedures for Sipex's initiation of Sipex Product orders shall be as set forth in Article 4); and Sipex shall have the right to purchase, and may in it sole discretion (subject to Section 2.3(a)) purchase, and Silan shall supply to Sipex, up to an average of [+] Equivalent Wafers per Week, calculated on a Quarterly basis ("Supply Commitment") (the procedures for Silan's delivery of Sipex Products shall be as set forth in Article 5).
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Purchase and Supply Commitments. 2.1. Appointment as Distributor. Cytogen hereby appoints Distributor, -------------------------- and Distributor hereby accepts appointment, as the exclusive Distributor of Products listed in EXHIBIT A in the United States. Products will be added to the Agreement upon the mutual written agreement of the parties, in accordance with Section 2.2. Distributor shall not sell Products other than under the terms of this Agreement without the prior written consent of Cytogen. Distributor will maintain all facilities, personnel and infrastructure within compliance of all Applicable Law.
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Purchase and Supply Commitments. 2.1 Each Contract Year during the Term of this Agreement, and subject to the terms and conditions set forth below, Exide shall purchase from Daramic, and Daramic agrees to supply to Exide,[*****] Separators listed on Exhibit A in Exide's North American, Australian and New Zealand manufacturing facilities, which requirements shall be no less than [*****] of Separators, of which no less than [*****] of such Separators will have [*****] (for a total of approximately [*****] of Separators) (hereinafter referred to as Exide's "Minimum Purchase Requirement"). Exide's purchases for use in producing batteries of any type outside of North America, Australia or New Zealand, or for producing non-automotive batteries within North America, Australia and New Zealand, shall not
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Purchase and Supply Commitments. During the Term of this Agreement, and subject to Sientra’s rights in Sections 3.5 and 4.5 below, Sientra shall purchase from Lubrizol, and, subject to the terms of this Agreement, Lubrizol shall manufacture and supply for Sientra, the following percentages of Sientra’s requirements for Products intended for distribution anywhere in the world (a) during the first three (3) years of the Term, [***]% of such requirements; (b) during the fourth (4th) year of the Term, [***]% of such requirements and (c) during the fifth (5th) and sixth (6th) years of the Term, [***]% of Sientra’s requirements for Products (collectively the “Exclusivity Percentages”). The Exclusivity Percentages shall not apply to any products which were then being manufactured by a third-party company which products Sientra acquires after the date of this Agreement, and, subject to the terms of this Section 3.1, any modifications or improvements of such then existing products (collectively, “New Products”). For purposes of clarification, and relating to the Products and any New Products, Sientra shall not use an alternate, different or substitute product to replace, or in any way to reduce Sientra’s purchase obligations or to reduce the quantity of Products Sientra requires. Lubrizol has the right to periodically audit and review Sientra’s books and records and interview Sientra’s personnel to determine if the obligations in this Section 3.1 have been fulfilled.
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Purchase and Supply Commitments. (a) BAXTER shall supply PRAECIS with the quantity of Product ordered by PRAECIS, unless the overall quantity ordered for a calendar quarter *** of the quantity of Product forecasted in the immediately preceding Rolling Forecast for such calendar quarter, in which case BAXTER shall use all commercially reasonable efforts to supply quantities *** of such quantity forecasted by PRAECIS in the immediately preceding Rolling Forecast for such calendar quarter. (b) From the Effective Date through the first anniversary of the Delivery Date of the first Batch shipped by or on behalf of PRAECIS to third parties for commercial use in the United States (the "Initial Annual Minimums Period"), PRAECIS shall order and purchase in any calendar year no less than three hundred seventy five thousand dollars ($375,000) of Product (the "Initial Annual Minimum"). The Initial Annual Minimum shall be prorated for any period covered by the Initial Annual Minimums Period that does not constitute a full calendar year. In the event PRAECIS orders and purchases less than the Initial Annual Minimum in any calendar year, then, at the end of such calendar year, BAXTER may invoice PRAECIS for the difference between the Purchase Price of Product actually ordered and purchased and the Initial Annual Minimum and PRAECIS shall pay such amount within thirty (30) days from the date of invoice. (c) After the Initial Annual Minimums Period, the first calendar year of each Long Range Forecast will be used to determine the minimum quantity that PRAECIS shall purchase from BAXTER for such calendar year (the "Annual Obligation"). The Annual Obligation will be calculated as *** of the forecasted quantity for the first year of the Long Range Forecast (for purposes of calculating the first such Annual Obligation, using the Long Range Forecast whose first calendar year includes the date on which the Initial Annual Minimums Period expired, and prorating such Annual Obligation based on the months remaining in such calendar year); provided, however, in no event shall the Annual Obligation be a quantity which would generate an aggregate Purchase Price of Product less than six hundred fifty thousand dollars ($650,000). The Annual Obligation shall be applicable only when BAXTER is not in breach of its obligations under this Agreement and all Firm Purchase Orders (as defined in Section 4.2) CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SU...
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Purchase and Supply Commitments. 2.1 Existing Agreements, (a) Subject only to the provisions of Sections 3 through 18, Visteon and Ford shall continue to honor the terms and conditions of all Existing Agreements regarding the purchase and sale of Components.
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Purchase and Supply Commitments. Corium shall supply Patches in accordance with the Purchase Orders, but shall not be required to supply any quantity of Patch beyond [**] of the Purchase Forecast for that particular quarter. If an Adolor Purchase Order for any quarter exceeds [**] of Adolor’s most recent Purchase Forecast for such Patches for such calendar quarter, Corium and Adolor will discuss in good faith the additional amount, if any, that Corium is willing to supply consistent with its other obligations and Adolor will adjust its order accordingly. The total amount of Patches ordered by Adolor for delivery in any calendar quarter may not be less than [**] of Adolor’s most recent Purchase Forecast for such Patch for such quarter.
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Purchase and Supply Commitments 
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Related to Purchase and Supply Commitments

  • Purchase Commitments Company has no purchase commitments for inventory items or supplies that, together with amounts on hand, constitute in excess of three months normal usage, or which are at an excessive price.

  • Term Commitments Subject to the terms and conditions hereof, each Term Lender severally agrees to make a term loan (a “Term Loan”) to the Borrower on the Closing Date in an amount not to exceed the amount of the Term Commitment of such Lender. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12.

  • Increase of the Commitments (a) The Borrower may, from time to time, request by written notice to the Administrative Agent to increase the Commitments by a maximum aggregate amount for all such increases of up to $200,000,000, by designating one or more Lenders or other financial institutions (that will become Lenders), in each case, reasonably acceptable to the Administrative Agent and acceptable to the Swingline Lender and each LC Issuing Bank, in their respective sole discretion, that agree to accept all or a portion of such additional Commitments (each a “Designated Lender”). (b) The Administrative Agent shall promptly notify the Designated Lenders of the Borrower’s request pursuant to subsection (a) above. Each Designated Lender shall notify the Administrative Agent by the date specified by the Administrative Agent (which date shall be a Business Day) that either (A) such Designated Lender declines to accept its additional Commitments or (B) such Designated Lender consents to accept the offered Commitments. Any Designated Lender not responding on or prior to the date specified by the Administrative Agent shall be deemed to have declined to accept the offered Commitments. The Administrative Agent shall, after receiving the notifications from all of the Designated Lenders or following the date specified in the notice to such Designated Lenders, whichever is earlier, notify the Borrower and the Lenders of the results thereof and the effective date of any additional Commitments. The effectiveness of such additional Commitments shall be subject to the condition precedent that the Borrower shall have delivered to the Administrative Agent (i) the resolutions of the Borrower authorizing such additional Commitments and all Governmental Approvals (if any) required in connection with such additional Commitments, certified as being in effect as of the effective date of such additional Commitments, (ii) a favorable opinion of counsel for the Borrower as to such matters as any Lender through the Administrative Agent may reasonably request and (iii) a certificate signed by a duly authorized officer of the Borrower, dated as of the effective date of such additional Commitments, stating that all conditions precedent to an Extension of Credit have been satisfied on and as of such effective date. (c) Promptly following the effective date of any Commitment increase pursuant to this Section 2.07, (i) the Administrative Agent shall distribute an amended Schedule I to this Agreement (which shall thereafter be incorporated into this Agreement) to reflect any changes in Lenders, the Commitments and each Lender’s Commitment Percentage as of such effective date and (ii) the Borrower shall prepay the outstanding Revolving Borrowings (if any) in full, and shall simultaneously make new Revolving Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Revolving Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment increase). Prepayments made under this clause (c) shall not be subject to the notice requirements of Section 2.14. (d) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment increase and the making of any Loans on such date pursuant to clause (c)(ii) above, all calculations and payments of fees and of interest on the Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Loan made by such Lender during the relevant period of time.

  • Extension of Revolving Credit Commitments The Borrower may at any time and from time to time request that all or a portion of the Revolving Credit Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Credit Commitments (any such Revolving Credit Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Revolving Credit Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Revolver Tranche and (y) be identical to the Revolving Credit Commitments under the Existing Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Credit Commitments of such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, commitment fees, original issue discount or otherwise) may be different than the Effective Yield for extensions of credit under the Revolving Credit Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Credit Commitments (i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending Revolving Credit Commitments); provided, further, that (A) no Default shall have occurred and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Credit Commitments of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Revolving Credit Commitments hereunder, (C) any such Extended Revolving Credit Commitments (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect) and (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each, a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Credit Commitments incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5,000,000.

  • Loan Commitments (i) Subject to the terms and conditions hereof, each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial Tranche A Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche A Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche A Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term Loans. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each Lender’s Initial Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche B Term Loan Commitment on such date.

  • Time Commitment The Advisor shall, and shall cause its Affiliates and their respective employees, officers and agents to, devote to the Company such time as shall be reasonably necessary to conduct the business and affairs of the Company in an appropriate manner consistent with the terms of this Agreement. The Company acknowledges that the Advisor and its Affiliates and their respective employees, officers and agents may also engage in activities unrelated to the Company and may provide services to Persons other than the Company or any of its Affiliates.

  • Term Loan Commitments Subject to the terms and conditions hereof, and relying upon the representations and warranties herein set forth, each Lender severally agrees to make a term loan (the “Term Loan”) to the Borrower on the Closing Date in such principal amount as the Borrower shall request up to, but not exceeding such Lender’s Term Loan Commitment.

  • The Commitment Subject to the terms and conditions of this Agreement, Lender agrees to make term loans to Borrower from time to time from the Closing Date and to, but not including, the Termination Date in an aggregate principal amount not exceeding the Commitment. The Commitment is not a revolving credit commitment, and Borrower does not have the right to repay and reborrow hereunder. Each Loan requested by Borrower to be made on a single Business Day shall be for a minimum principal amount set forth in the Supplement, except to the extent the remaining Commitment is a lesser amount.

  • The Commitments (a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees to make on and after the first Initial Borrowing Date and prior to the Commitment Termination Date and at the times specified in Section 2.02 term loans to the Borrower (each a “Loan” and collectively the “Loans”), which Loans (i) shall bear interest in accordance with Section 2.06, (ii) shall be denominated and repayable in Dollars, (iii) shall be disbursed on any Borrowing Date, (iv) disbursed on any Borrowing Date shall not exceed on such Borrowing Date for all Lenders the Dollar Equivalent of the maximum available amount for such Borrowing Date as set forth in Section 2.02, (v) disbursed on any Borrowing Date shall not exceed for any Lender the Dollar Equivalent of the Commitment of such Lender on such Borrowing Date, (vi) disbursed on any Borrowing Date shall not exceed the Dollar Availability on any such Borrowing Date and (vii) shall not in the aggregate exceed the Dollar Maximum Amount. (b) Loans disbursed to indirectly fund installments and delivery payments to the Yard in respect of (x) Vessel 1 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche A Loans” and (y) Vessel 2 together with 50% of the Loans disbursed to fund payments of the Hermes Premium hereunder shall be herein referred to as “Tranche B Loans”.

  • Amount and Terms of Revolving Commitments (a) Subject to the terms and conditions set forth in this Agreement, during the Revolving Commitment Period, each Lender severally agrees to make, Convert and Continue revolving credit loans (“Revolving Loans”) in Dollars or any Alternative Currency in such amounts as Borrower may from time to time request; provided, however, that (i) the Dollar Amount of the Outstanding Revolving Obligations of each Lender shall not exceed such Lender’s Revolving Commitment at any time, (ii) the Dollar Amount of the Outstanding Revolving Obligations of all Lenders plus the aggregate principal amount of all outstanding Competitive Loans shall not exceed the combined Revolving Commitments at any time. The Revolving Facility is a revolving credit and, subject to the foregoing and the other terms and conditions hereof, Borrower may borrow, Convert, Continue, prepay and reborrow Revolving Loans as set forth herein without premium or penalty. (b) At any time after the Effective Date, Borrower and any one or more Lenders (including any New Lender) may agree that such Lender or Lenders shall make or increase the amount of their Revolving Commitments by executing and delivering to Administrative Agent an Increased Revolving Commitment Activation Notice specifying the amount of such increase or new Revolving Commitment and the applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) at no time may the combined Revolving Commitments exceed $10,000,000,000, (ii) Revolving Commitments may not be made or increased after the occurrence of a Default or Event of Default that is continuing, including after giving effect to the incremental Revolving Commitments in question, and (iii) any increase effected pursuant to this Section 2.01(b) shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation to participate in any increase described in this Section 2.01(b) unless it agrees to do so in its sole discretion. (c) Any additional bank or financial institution (each, a “New Lender”) that, in the case of an institution that is not an Affiliate of a then-existing Lender, with the consent of Administrative Agent and each Issuing Lender (which consent, in each case, shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with an increase described in Section 2.01(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E-1, whereupon such bank or financial institution shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (d) On each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, each Lender (including any New Lender) that has made or increased its Revolving Commitment shall make a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of other Lenders, so that, after giving effect thereto, the resulting Revolving Loans outstanding are allocated among the Lenders on a pro rata basis based on the respective Revolving Percentages of the Lenders after giving effect to the increase of Revolving Commitments pursuant to Section 2.01(b) on such Increased Revolving Commitment Closing Date. (e) Borrower shall repay (i) all outstanding Revolving Loans made to it and all amounts funded by the Lenders as cash collateral pursuant to Section 2.03(d) on the Revolving Termination Date, the Extended Revolving Termination Date or the Second Extended Revolving Termination Date, as applicable, and (ii) the then unpaid principal amount of each Competitive Loan made to it on the last day of the Interest Period applicable to such Loan. Borrower may request that the Revolving Commitments and Letter of Credit Commitments be extended for additional one-year periods by providing written notice to Administrative Agent (“Notice Date”) not more than two times prior to the Revolving Termination Date or the Extended Revolving Termination Date, as applicable. If a Lender or a New Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments and/or Letter of Credit Commitments (such Lender or New Lender, an “Extending Lender” or “New Extending Lender”, as the case may be), it will notify Administrative Agent in writing of its decision to do so and the maximum amount of Revolving Commitments and, if applicable, Letter of Credit Commitments it agrees to so extend no later than 30 days after the applicable Notice Date, which notice shall be irrevocable. Administrative Agent will notify Borrower, in writing, of the Lenders’ decisions no later than 35 days after the applicable Notice Date (“Extension Effectiveness Date”). As of the Extension Effectiveness Date, the Extending Lenders’ and the New Extending Lenders’ Revolving Commitments and Letter of Credit Commitments will be extended for an additional year from the Revolving Termination Date (the “Extended Revolving Termination Date”) or the Extended Revolving Termination Date (the “Second Extended Revolving Termination Date”), as applicable; provided that (i) more than 50% of the aggregate Revolving Commitments outstanding on the applicable Extension Effectiveness Date are extended or otherwise committed to by Extending Lenders and any New Extending Lenders (ii) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Effectiveness Date after giving effect to the requested extension and (iii) the remaining tenor of Revolving Commitments of any Extending Lender and any New Extending Lender shall not exceed five years from the applicable Extension Effectiveness Date after giving effect to the requested extension. No Lender shall be required to consent to any such extension request, and any Lender that declines or does not respond in writing to Borrower’s request for commitment renewal (a “Declining Lender”) will have its Revolving Commitments and Letter of Credit Commitment terminated on the then-existing Revolving Termination Date or Extended Revolving Termination Date, as applicable (without regard to any renewals by other Lenders). Borrower will have the right to remove or replace any Declining Lenders in accordance with Section 10.21.

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