Purchase Obligations Sample Clauses

Purchase Obligations. Upon mutual execution of this Agreement, the Parties agree as follows: 2.1 Frontier has placed a firm purchase order with Airbus (the “Airbus Purchase Agreement”) for all of the Firm Aircraft and will take delivery of the Firm Aircraft in accordance with the Airbus Purchase Agreement and in accordance with the Delivery Schedule; 2.2 IAE will sell, under separate agreements with Airbus, new PW1100G-JM Engines for installation on the Firm Aircraft (the “Frontier Aircraft”) for which Frontier places a firm order with Airbus; 2.3 Frontier will purchase and take delivery of, and IAE will sell and deliver to Frontier, the Firm Spare Engines in accordance with the Delivery Schedule (and the other terms and conditions of this Agreement). This Agreement constitutes Frontier’s firm purchase order with IAE for the Firm Spare Engines scheduled for delivery in accordance with the Delivery Schedule, as the Delivery Schedule is amended from time to time; 2.4 Frontier acknowledges that receipt of the benefits under this Agreement is subject to and conditioned upon: (a) Frontier performing its obligations under the FMP as set forth in Appendix 5 in accordance with the terms hereof; and (b) Frontier concurrently entering into Amendment No. 2 and the Spare Engine and Intermix Agreement along with this Agreement. For the avoidance of doubt, in order to receive the benefits of each respective agreement, this Agreement, the Spare Engine and Intermix Agreement and the Amendment No. 2 must be executed concurrently by the Parties hereto; and 2.5 This Agreement (including its Appendices) constitutes a valid, binding, and legally enforceable contract by and between IAE and Frontier for the (i) support of the Engines installed on the Frontier Aircraft, (ii) purchase and sale of the Firm Spare Engines, and (iii) performance of the FMP, as each is described in this Agreement or the FMP, as applicable.

Purchase Obligations. 2.1.1 During the term of this Agreement, Seller shall exclusively supply Purchaser with those quantities of Products as are ordered by Purchaser pursuant to this Agreement, and (subject to the provisions of Section 4.5) Purchaser shall exclusively purchase from Seller 100% of Purchaser’s requirements for the Products; provided, however, Seller shall not be obligated to supply Purchaser with any Products in the event Purchaser has an inventory level of such Products in excess of [**] ([**]) weeks of the current market demand as described in Section 4.2. 2.1.2 During the term of this Agreement (and subject to the provisions of Section 4.5), Purchaser shall exclusively purchase from Seller the Products solely for distribution, marketing and sale in the Territory, and shall not purchase, market, distribute or sell any Products or any Equivalent Product in the Territory which are not provided by Seller under this Agreement. As set forth in the last sentence of the definition of “Net Sales”, Purchaser may include Products in Purchaser’s portfolio rebate program or substantially similar customer rebate programs; provided, however, Purchaser shall not use Products as a Loss Leader in such program or in any other arrangement. 2.1.3 Purchaser acknowledges that Seller manufactures identical or similar products for sale by it or its Affiliates in the Territory and to Third Parties outside of the Territory, and Seller shall not be restricted from such activities by virtue of this Agreement. Notwithstanding the foregoing, Seller agrees that it shall not market or sell any generic version of a Product through its own sales organization or distribution channels (or those of any of its Affiliates) or through any Third Party in the Territory during the term of this Agreement. 2.1.4 Nothing in this Agreement shall prohibit Purchaser from continuing or undertaking its own development of any Equivalent Product, seeking regulatory approval of any such Equivalent Product, or undertaking manufacturing development and qualification, and limited manufacture (including third party manufacturing) of stability batches and validation batches of Equivalent Products, in each case solely for purposes of seeking regulatory approval for such Equivalent Product; provided, however, that subject to the provisions of Section 4.5 and during the term of this Agreement with respect to the applicable Product, the parties acknowledge that Purchaser shall not be permitted to sell in the Territory any...

Purchase Obligations. The following language shall be added at the end of the first paragraph of Section 4: "Notwithstanding any other terms of the Agreement or the Amendments thereto to the contrary, ChromaDex shall purchase […***…] of Product from GRACE during the specified periods: […***…] of Product for the period commencing January 1, 2022 through December 31, 2022 and […***…] of Product for the period commencing January 1, 2023 through June 30, 2023, collectively (the "Minimum Purchase Obligation"). GRACE shall make commercially reasonable efforts to have the capacity to manufacture (or have manufactured) and supply ChromaDex with […***…] of Product during the period January 1, 2022 - December 31, 2022 and […***…] of Product during the period January 1, 2023-June 30, 2023. For avoidance of doubt, ChromaDex's obligations with respect to its rolling and binding forecasts are not altered by any Minimum Purchase Obligations."

Purchase Obligations. Upon expiration or termination of this Agreement (and earlier, to the extent set forth in Section 3 of Annex H), the Customer shall purchase from NXP […***…] to the extent set forth in and in accordance with the provisions set forth in Annex H. For the avoidance of doubt, in the event of a transfer of manufacturing for a Product out of NXP’s facility, the Parties agree that the intent is to apply the […***…] principles in Annex H such that the appropriate Entropic-Specific Inventory specific to such transferred Product is purchased by Entropic in accordance with Annex H within […***…] months after the shipment of the last commercial unit of such Product by NXP. Nothing in this Article 14 shall relieve any party from liability for any breach of this Agreement that arose prior to such termination. MISCELLANEOUS

Purchase Obligations. (i) From and after the Initial Closing (as such term is defined in Section 2(a)(ii) below) but on or before September 30, 2001, at each time that the Company gives written notice to The Huff ▇▇▇ernative Income Fund, L.P. ("Huff") ▇equiring Huff ▇▇ purchase any Purchaser Junior Securities pursuant to the Purchase Agreement of even date herewith between the Company and Huff (▇▇e "Huff ▇▇▇chase Agreement"), the Company also shall give written notice(s) (each a "Purchase Notice") to the Purchaser that it is requiring the Purchaser to purchase from the Company the same Purchaser Junior Securities. Subject to satisfaction of the terms and conditions set forth herein, the Purchaser hereby agrees to purchase such Purchaser Junior Securities from the Company in the amount set forth in each Purchase Notice given in accordance with this Agreement; provided, however, that notwithstanding anything to the contrary contained in this Agreement, (i) the maximum purchase which the Purchaser shall be required to make in respect of any Purchase Notice shall in no event be greater than the lower of the Purchaser's Pro Rata Share (as such term is defined in Section 2(g) below) and the then outstanding Maximum Amount (as such term is defined in Section 2(f) below), and (ii) the aggregate amount of Purchaser Junior Securities which the Purchaser shall be required to purchase in respect of all Purchase Notices given under this Agreement shall in no event exceed the Maximum Amount. The purchase price payable by the Purchaser to the Company for the purchase of Purchaser Junior Securities shall be the Junior Securities Purchase Price (as such term is defined in Section 2(g) below). The right of the Purchaser to purchase Purchaser Junior Securities pursuant to this Section 2(a)(i) shall expire on September 30, 2001 (except with respect to Purchase Notices given on or before September 30, 2001). Each closing of the purchase of Purchaser Junior Securities hereunder is referred to herein as a "Closing."

Purchase Obligations. During the Term of this Agreement, UPP shall manufacture, sell and deliver to Invacare, and Invacare shall purchase and accept from UPP, quantities of Motors as follows: (a) during each Contract Year, Invacare shall purchase from UPP a minimum number of [* MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST*] Motors and such greater numbers of Motors as are specified in Release Orders issued by Invacare and approved by UPP pursuant to Section 4.1 hereof; and (b) during each of the Contract Years of the Renewal Term, Invacare shall purchase minimum quantities of [* MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST*] Motors at a price of less than [* MATERIAL OMITTED AND SEPARATELY FILED PURSUANT TO CONFIDENTIAL TREATMENT REQUEST*] per motor. The annual quantities and prices for each Contract Year of the Renewal Term shall reflect cost reductions achieved by UPP and will be negotiated in good faith and agreed upon during the 120 day notice period pursuant to Section 3.2 of this agreement.

Purchase Obligations. At the written election of SemStream, following the Closing, NGL Subsidiary shall purchase Inventory from SemStream included in the Retained Assets at market price (not to exceed $5,000,000 in the aggregate) over 90-day terms and pursuant to such other terms and conditions customary for such transaction.

Purchase Obligations. The language added to the end of the first paragraph of Section 4 by the Second Amendment is deleted in its entirety and replaced with the following: “ChromaDex shall purchase not less than the following quantities of Product from GRACE during the specified periods:

Purchase Obligations. The obligations of Seller to purchase or -------------------- pay for services, materials or Supplies used in Seller's business operations described in SCHEDULE 1.02(c). --------------- Except as expressly set forth in this Section 1.02, Purchaser shall have no responsibility for any of Seller's obligations (including contracts, leases, purchase orders and liabilities of any type, kind or nature) and all such obligations shall remain with Seller and are herein referred to as the "Excluded Obligations." Without limiting the generality of the foregoing, it is --------------------- hereby agreed that Purchaser is not assuming any liability and shall have no obligation with respect to any liability or obligation of Seller: (i) in respect of any current and deferred federal and state income tax and franchise liabilities, any inter-company accounts or notes payable by or to any Affiliate of Seller; (ii) in respect of income, franchise, personal property, employment or sales, use or any other taxes or similar imposts (other than any of the foregoing attributable to the Business to the extent that the same are accrued on the Closing Date); (iii) in respect of any past or current employees of Seller as of the Effective Time whether or not such persons become employees of Purchaser; or (iv) in respect of any obligation of Seller to pay any amounts arising out of any action, suit or proceeding based upon an event occurring or a claim arising (x) prior to the Effective Time or (y) after the Effective Time in the case of claims relating or attributable to acts performed or omitted by Seller prior to the Effective Time.