Revised Purchase Commitment Clause Samples
A Revised Purchase Commitment clause defines the terms under which a party's obligation to purchase goods or services can be modified after the original agreement. Typically, this clause outlines the process for adjusting quantities, delivery schedules, or other purchase terms, often requiring mutual consent or notice within a specified timeframe. Its core function is to provide flexibility for both parties to adapt to changing circumstances, thereby reducing the risk of breach and ensuring the agreement remains practical and relevant as needs evolve.
Revised Purchase Commitment. In place of the 2006 Purchase Commitment, AOL commits that it will maintain the Committed Percentage (as defined below) of AOL’s Total AOL Dial-up Hours (as defined below) with Level 3 under the Managed Modem Agreement (the “2008 through 2009 Purchase Commitment”) during each of (i) January 1, 2008 – February 29, 2008; (ii) March 1, 2008 - December 31, 2008; (iii) January 1, 2009 – March 31, 2009; (iv) April 1, 2009 – June 30, 2009; (v) July 1, 2009 – September 30, 2009; and (vi) October 1, 2009 – December 31, 2009; (each a “Commitment Period” and collectively the “2008 through 2009 Commitment Periods”). The committed percentage of AOL’s Total AOL Dial-Up Hours (“Committed Percentage”) shall be as set forth in subsections (i)-(vi) below:
(i) for the Commitment Period of January 1, 2008 — February 29, 2008, sixty-nine and thirty-nine one hundredths percent (69.39%);
(ii) for the Commitment Period of March 1, 2008 – December 31, 2008, sixty-three percent (63%), provided, for clarity, that during this Commitment Period, AOL shall (a) perform the adjustments pursuant to Section 4 of this Agreement, and (b) have the right to turn down ports (or otherwise migrate traffic) associated with Level II pricing. Notwithstanding the forgoing, nothing in this paragraph 2(ii) restricts AOL in turning down ports associated with Level I pricing due to organic traffic declines; For the purposes of reducing the Committed Percentage under this Section 2(ii), AOL cannot otherwise turn down or migrate ports from ▇▇▇▇▇ ▇ associated with Level I pricing during this Commitment Period.;
(iii) for the Commitment Period of January 1, 2009 – March 31, 2009, sixty percent (60%);
(iv) for the Commitment Period of April 1, 2009 – June 30, 2009, fifty-seven percent (57%);
(v) for the Commitment Period of July 1, 2009 – September 30, 2009, fifty-four percent (54%); and, (vi) for the Commitment Period of October 1, 2009 – December 31, 2009, fifty percent (50%), provided however, that the proportionate share of Total AOL Dial-up Hours delivered to Level 3 by AOL shall not fall below a fifty percent (50%) average in any monthly period during this Commitment Period.
Revised Purchase Commitment. In place of the 2005 Purchase Commitments, AOL commits that it will maintain the Committed Percentage (as defined below) of AOL’s Total AOL Dial-up Hours (as defined below) with Level 3 under the Managed Modem Agreement (the “Purchase Commitment”) during each of (i) October 1, 2006 – December 31, 2006; (ii) January 1, 2007 – June 30, 2007; (iii) July 1, 2007 – December 31, 2007; and (iv) January 1, 2008 – June 30, 2008) (each a “Commitment Period” and collectively the “2006 through 2008 Commitment Periods”). The Committed Percentage shall be: (i) as of October 1, 2006, January 1, 2007, July 1, 2007 and January 1, 2008, the percentage of AOL’s Total AOL Dial-up Hours then supported on the Level 3 network (provided that if such percentage is greater than seventy percent (70%), the Commitment Percentage shall be capped at 70%), of which percentage AOL will notify Level 3, with supporting documentation, on or before, as applicable, October 15, 2006, January 15, 2007, July 15, 2007 and January 15, 2008, provided that (ii) when the total percentage of AOL’s Total AOL Dial-up Hours then supported on the Level 3 network reaches 70%, the Committed Percentage shall be 70% as of the start of the next Commitment Period and for each Commitment
Revised Purchase Commitment. Beginning September 1, 2009 and continuing through March 31, 2011, (the “Commitment Period”), AOL commits that it will maintain thirty percent (30%) of the Total AOL Dial-up Hours (the “Committed Percentage”) with Level 3 under the Managed Modem Agreement during the Commitment Period (the “2009 through 2011 Purchase Commitment”). Traffic from either (i) the “A” Markets identified in “Attachment A” attached hereto; and/or (ii) the ICG Ports shall contribute to the Committed Percentage. The Committed Percentage shall be calculated over the entire Commitment Period. Except as provided below or elsewhere in the Managed Modem Agreement, Level 3 shall not limit or otherwise restrict AOL from delivering traffic to Level 3 in “B Markets” or “C Markets” (as defined in Attachments B & C attached hereto respectively). For clarification, Total AOL Dial-Up Hours shall have the meaning set forth in the letter agreement dated March 7, 2008 between Level 3 and AOL.