PURCHASE RIGHTS AND COMMITMENTS Clause Samples
PURCHASE RIGHTS AND COMMITMENTS. 4.01 Subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to buy Products in accordance with the pricing and benefits set forth in Exhibit 2 of this Agreement.
4.02 Buyer agrees to place Purchase Orders for 1,000 RPSs to be delivered by December 31, 2000. This "Initial Purchase Commitment" is Buyer's sole commitment with respect to purchasing Products from Seller during the Term. Concurrent with execution of this Agreement, Buyer will issue a Purchase Order for 170 RPSs to be delivered before June 30, 2000, which RPSs shall be counted towards the Initial Purchase Commitment. Buyer will issue confirming Purchase Orders with specific delivery information such as Ship Date and location. An additional 750 RPSs of the Initial Purchase Commitment are to be delivered by December 31, 2000 pursuant to Purchase Orders issued by Buyer. Buyer may apply purchases of any of Seller's 38Ghz products to the Initial Purchase Commitment. If prices for Seller's future 38Ghz products are greater than the prices set forth in this Agreement, the Initial Purchase Commitment shall be measured by total purchase price not by the number of units.
PURCHASE RIGHTS AND COMMITMENTS. 4.01 Subject to the terms and conditions of this Agreement Seller agrees to sell and Buyer agrees to buy Products in accordance with the pricing and benefits set forth in Exhibit 2 of this Agreement.
4.02 Buyer agrees to place Purchase Orders for IFU's an amount totaling [*] or 1,000 IFUs (the "Minimum Purchase Commitment") to be delivered by December 31, 2002. In addition to the "Minimum Purchase Commitment", Buyer also commits to an "Initial Purchase Commitment" for an amount totaling [*] or 500 IFUs for delivery by December 31, 2000. In consideration for the Buyers Initial Purchase Commitment for the amount of [*] or 500 IFUs for delivery by December 31, 2000, Seller will provide an additional [*] discount ([*] per IFU) for the first 500 IFUs. Buyer will issue confirming Purchase Orders with specific delivery information such as Ship Date and location. The remaining amounts of the Minimum Purchase Commitment are to be delivered by December 31, 2002 pursuant to Purchase Orders issued by Buyer. [*] Confidential Treatment Requested
4.03 Purchases of IFUs by Affiliates of Buyer count towards Buyer's Minimum and Initial Purchase Commitments. Buyer may, without any further liability to Seller, cancel its Minimum and Initial Purchase Commitment upon the occurrence of any of the following events, in which case Buyer has no obligations to pay any Initial Purchase Cancellation Fee or otherwise:
(a) Seller materially breaches this Agreement and such breach recurs, continues or remains uncured after thirty (30) days written notice.
(b) Seller files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within forty-five (45) days of such involuntary filing; Seller admits the material allegations of any petition in bankruptcy filed against it; Seller is adjudged bankrupt; Seller makes a general assignment for the benefit of its creditors; if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment; or Seller commences any proceeding for relief from its creditors in any court under any state insolvency statutes;
(c) Seller fails to deliver to Buyer the quantity of Products conforming with Product Specifications for which Buyer has placed Purchase Orders;
(d) Buyer is enjoined from using any Products and Seller is unable to cure the effects of such injunction pursuant to 9.02(a) or (b) within thirty (30) days.
4.04 If during ...