Purchase Minimum Sample Clauses

Purchase Minimum. Boule acknowledges Heska has met its minimum purchase obligation for 2011 and 2012. The minimum purchase commitment for 2013 shall be [***] Analyzers.
Sample 1
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Purchase Minimum. The minimum purchase commitment for 2015 shall be [***] Analyzers.
Sample 1
Purchase Minimum. During the twelve (12) month period commencing on the date on which the first Product is launched in any Market in the Territory (such period hereinafter referred to as a “Marketing Year”) and then for the following two (2) Marketing Years, Distributor agrees to purchase a designated number of units (“Purchase Minimum”) of the Product in the amounts set out for each region as identified in Annex B (to be mutually agreed on between Manufacturer, Distributor and Subdistributor for Spain and Portugal no later than six (6) months from the Effective Date and attached hereto; provided, however, that if such Purchase Minimums are not agreed to by that date, this Agreement expires, effective immediately and without notice. Distributor shall launch the Product in the Territory as soon as possible after receiving Marketing Approval in any Market in the Territory and after publication of the applicable decree in the official gazette for such Market, but in no event later than 60 days after such publication. On or before the date which is six (6) months prior to the end of the third (3rd) Marketing Year, the Parties shall negotiate in good faith on Purchase Minimums for each of the fourth (4th) and subsequent Marketing Years. If the Parties cannot agree on such Purchase Minimums by the end of the third (3rd) Marketing Year, the Purchase Minimum shall be (i) for the 4th Marketing Year, equal to the higher of the Purchase Minimum for the 3rd Marketing Year or 110% of amounts actually sold during the 3rd Marketing Year; (ii) for the 5th Marketing Year, equal to the higher of the Purchase Minimum for the 4th Marketing Year or 105% of amounts actually sold during the 4th Marketing Year; and (iii) for the 6th and all subsequent Marketing Years, the Purchase Minimum for the 5th Marketing Year. XxxxXxx agrees to discuss in good faith modifications to the Purchase Minimum in the event that: (a) a product problem arises; or (b) competition develops; or (c) regulatory restrictions are imposed. Notwithstanding anything in this Section 2.2 to the contrary, (A) if AltaRex is unable to supply Product to Distributor due to unavailability, as described in Section 2.1(b)(2) above, then the amount of any of Distributor’s or its Subdistributors’ orders submitted within the required lead time as specified in this Section 2.1 which is not filled or accepted shall be credited towards the Purchase Minimum described above, as if it has been purchased by Distributor; and (B) if during any Mark...
Sample 1

Related to Purchase Minimum

  • 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 Broker-Dealer shall not sell fewer than $5,000 in Notes to any purchaser without the prior written consent of Issuer.

  • Maximum or Minimum Interest Rate If specified on the face hereof, this Note may have either or both of a Maximum Interest Rate or a Minimum Interest Rate. If a Maximum Interest Rate is so designated, the interest rate for a Floating Rate Note cannot ever exceed such Maximum Interest Rate and in the event that the interest rate on any Interest Reset Date would exceed such Maximum Interest Rate (as if no Maximum Interest Rate were in effect) then the interest rate on such Interest Reset Date shall be the Maximum Interest Rate. If a Minimum Interest Rate is so designated, the interest rate for a Floating Rate Note cannot ever be less than such Minimum Interest Rate and in the event that the interest rate on any Interest Reset Date would be less than such Minimum Interest Rate (as if no Minimum Interest Rate were in effect) then the interest rate on such Interest Reset Date shall be the Minimum Interest Rate. Notwithstanding anything to the contrary contained herein, the interest rate on a Floating Rate Note shall not exceed the maximum interest rate permitted by applicable law.

  • Xxxxx Purchases The Company acknowledges and agrees that Xxxxx has informed the Company that Xxxxx may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent Xxxxx may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by Xxxxx.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • Minimum Amounts and Maximum Number of Tranches All borrowings, prepayments, conversions and continuations of Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Loans comprising each Eurodollar Tranche shall be equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof. In no event shall there be more than five Eurodollar Tranches outstanding at any time.

  • Minimum Requirements With respect to the Notes, the Issuers shall not have any obligations with respect to any underwriters or underwritten offering except a single underwritten offering of $270 million or more of Registrable Securities.

  • Purchase Commitment Unless otherwise stated in the Transactions Terms Letter, the Mortgage Loan is covered by a Purchase Commitment that permits assignment thereof to Buyer, does not exceed the availability under such Purchase Commitment, conforms to the requirements and specifications set forth in such Purchase Commitment and the related regulations, rules, requirements and/or handbooks of the applicable Approved Investor and is eligible for sale to and insurance or guaranty by, respectively, the applicable Approved Investor and any applicable Insurer.

  • Xxxxx Date [Grant Date]

  • MINIMUM CESSION The minimum amount of reinsurance per cession that THE REINSURER will accept is shown in Schedule A.

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