Purchase Estimates Sample Clauses

Purchase Estimates. Distributor shall submit to Micrus, beginning ninety (90) days before the first anticipated order of Product and within the first ten (10) days after the beginning of each calendar quarter thereafter, a non-binding good faith estimate of the amount of Product to be required and purchased by Distributor for both the next three months and the next twelve-month periods.
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Purchase Estimates. Pursuant to good faith negotiations between the ------------------ parties, Purchaser shall provide Seller with an estimate (the "Initial Estimate") not later than sixty (60) days prior to the commencement of each Contract Year of the quantity of each Product to be purchased by Purchaser during such Contract Year, and of the Quarterly (as defined herein) amounts thereof, in substantially the form of Schedule 5 hereto. The Quarterly amounts shall be a good faith estimate of delivery requirements for the upcoming Contract Year and shall be based substantially upon delivery requirements
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Purchase Estimates. Not less than 20 days prior to the beginning of each calendar quarter, Sealy will provide WRT with a written quarterly System purchase estimate for the upcoming 3 month period (the “Estimate”). Sealy may in its sole discretion amend an Estimate at any time by providing written notice of same to WRT. An Estimate or amended Estimate shall not obligate Sealy to purchase any particular volume of Systems, shall not in any way be construed by WRT as a promise or guaranty by Sealy to purchase any volume of Systems, and shall not be relied upon by WRT in deciding to incur any costs in connection with this Agreement. Subject to Section 3.2 below, Sealy may purchase fewer or more Systems during a quarter than predicted in the Estimate or amended Estimate for said quarter without any liability to WRT beyond that specified in this Agreement.
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Purchase Estimates. 4.1 The Parties hereto acknowledge that the purchase volumes set out in Appendix 1 hereto, or in any estimates or other forecasts provided by Buyer to Seller, are regarded as estimates only based on the best assumptions of Buyer and they are provided for Seller's planning purposes. Purchase estimates shall not be regarded as binding purchase orders under any circumstances. Buyer shall be under no obligation to purchase any specific quantity of the Parts from Seller, unless otherwise expressly agreed in Appendix 1. Any actions taken by Seller based on such forecasts shall be taken at Seller's risk. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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Purchase Estimates. Faulding shall submit to Cytogen, ------------------ beginning ninety (90) days before the first anticipated order of Products and at the beginning of each calendar quarter thereafter, a non-binding estimate of the amount of Products to be required and purchased by Faulding for the next three months and the next 12-month periods.
Sample 1
Purchase Estimates. During the Initial one yeax xxxm of this Agreement, RSI shall purchase from PRELL d/b/a DCR at least One Thousand Two Hundred aggregate pieces (0000) of Product(s) (the "Purchase Estimate"). The parties acknowledge and agree that at all times from and after the expiration of the Initial Term, RSI shall not be obligated to purchase any minimum quantity of Products from PRELL d/b/a DCR.
Sample 1
Purchase Estimates. 4.1 The Parties hereto acknowledge, that the purchase volumes set out in Appendix 1 hereto, or in any estimates or other forecasts provided by Buyer to Seller, are regarded as estimates only based on the best assumptions of Buyer and they are provided for Seller's planning purposes. Purchase estimates shall not be regarded as binding purchase orders under any circumstances. Buyer shall be under no obligation to purchase any specific quantity of the Parts from Seller, unless otherwise expressly agreed in Appendix 1. Any actions taken by Seller based on such forecasts shall be taken at Seller's risk.
Sample 1
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Purchase Estimates. On the first day of each month, WBOA shall provide a written estimate of the number of litres of water which it intends to acquire over the following three (3) months (hereinafter referred to as the “Period”). In the event that WBOA does not in fact use all of the water rights granted to it for the Period and if CANADA INC. has in its possession a written contract signed by a third party in good faith for an amount equivalent or exceeding the amount available during said Period or during a period not exceeding two (2) years, CANADA INC. may demand that WBOA confirms the amount of litres of water which it intends to purchase during said Period or during the period covered by the agreement insofar that the Period does not exceed two (2) years. In such event, WBOA shall have a delay of fifteen (15) days to formally confirm that it irrevocably undertakes to purchase a specific quantity of litres of water and to demonstrate its capacity to pay.
Sample 1
Purchase Estimates. CIS shall submit to Cytogen, ------------------ beginning ninety (90) days before the first anticipated order of Products and at the beginning of each calendar quarter thereafter, a non-binding estimate of the amount of Products to be required and purchased by CIS for the next three months and the next 12-month periods.
Sample 1

Related to Purchase Estimates

  • Adjustment to Purchase Price (a) Subject to Section 3.3(b), at the Closing, the Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Adjustment Payment If the Closing Working Capital exceeds the Target Working Capital, the Purchase Price shall be increased by the amount by which Closing Working Capital exceeds the Target Working Capital, and if the Closing Working Capital is less than the Target Working Capital, the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the Target Working Capital. In addition to the foregoing adjustment, (i) the Purchase Price shall be decreased by an amount equal to the Debt Amount and (ii) the Purchase Price shall be increased by an amount equal to the Closing Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds in an amount equal to the absolute value of the difference between the Adjusted Purchase Price and the Closing Date Payment to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of 5% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to but excluding the date of payment.

  • Market Value Adjustment 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Purchase Price and Allocation The price payable by the Purchaser to the Vendor for the Assets shall be Five Million Dollars ($5,000,000) which the parties agree shall be allocated as follows:

  • Purchase Records The Investor and the Company shall each maintain records showing the remaining Available Amount at any given time and the dates and Purchase Amounts for each Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase or shall use such other method, reasonably satisfactory to the Investor and the Company.

  • Subsequent Recalculation In the event the Internal Revenue Service adjusts the computation of the Company under Section 5.2 herein so that the Executive did not receive the greatest net benefit, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Committee, within 30 days after such adjustment.

  • Base Purchase Price 10 3.2 Adjustments to Base Purchase Price..................................... 10 3.3

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

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