Take or Pay. Seller is not obligated, under a take-or-pay or similar arrangement to which Seller is a party, to allow Hydrocarbons to be sold, without receiving full payments at the time of delivery in an amount that corresponds to the net revenue interest in the Hydrocarbons attributable to any Well, unit or Lease described in Exhibit “A” or “B” (other than with regard to certain obligations relative to Assumed Imbalances or Pipeline Imbalances, as contemplated under Sections 12.4 and 12.5, respectively).
Take or Pay. 9.3.1 In respect of each Contract Year during the Take or Pay Period or that part of the first Contract Year commencing on the first Day of the Take or Pay Period and ending at the end of such Contract Year, the amount of the Minimum Xxxx Quantity which has not been taken by the Buyer in such Contract Year under this Agreement shall be known as the “Annual Take or Pay Quantity” for such Contract Year.
9.3.2 In respect of any Contract Year for which there arises an Annual Take or Pay Quantity, such quantity shall be reduced by a quantity of Carry Forward Aggregate not exceeding (**) MMBTU during (**) MMBTU during (**), and:
(a) any remaining amount of such Annual Take or Pay Quantity shall be known as the “Net Annual TOP Quantity”; and
(b) such use of Carry Forward Aggregate shall be deemed to be a recovery of Carry Forward Aggregate by the Buyer to the extent of such use and the outstanding balance (if any) of Carry Forward Aggregate shall be reduced commensurately.
9.3.3 In respect of any Contract Year for which there arises a Net Annual TOP Quantity, the Buyer shall make payment to the Sellers, in accordance with the provisions of Article 11 at the Contract Price applicable in respect of such Contract Year, for any such Net Annual TOP Quantity.
9.3.4 The Net Annual TOP Quantity in respect of such Contract Year together with the Net Annual TOP Quantity in respect of the (**) not already recovered pursuant to the provisions of Article 9.5, shall be known as “Make-Up Aggregate”.
Take or Pay. During the Initial Term of this Agreement, and on a quarterly basis, Misonix is obligated to pay to PuriCore a purchase price for quantities of Licensed Products that will provide the Quarterly Minimum Gross Profit whether or not it actually purchases enough Licensed Products from PuriCore to provide each applicable Quarterly Minimum Gross Profit. Therefore, it is the intention of the Parties that, to the extent that Misonix does not purchase sufficient quantities of Licensed Product under this Agreement to provide the applicable Quarterly Minimum Gross Profit, Misonix, unless as otherwise provided in Section 4.9 or Section 6.6, is subject to a take-or-pay arrangement for the Initial Term. Any payments necessary under the take-or-pay arrangement to reach the applicable Quarterly Minimum Gross Profit shall be referred to as “Take or Pay Payments”. Misonix agrees that it will make Take or Pay Payments no matter what (unless such payments are relieved under Section 6.6 or suspended or relieved under Section 4.9). If this Agreement terminates for any reason before any Quarterly Minimum Gross Profit or the aggregate Minimum Gross Profit is earned by PuriCore from payments by Misonix for Licensed Product, then Misonix shall continue to be obligated to make the Take or Pay Payments if, as and when due pursuant to the terms of this Agreement unless relieved under Section 6.6. Misonix hereby waives its right of offset, recoupment, protest, suspension and presentment with regard to any claim, counterclaim or defense that arises under any agreement among PuriCore, or any Affiliate of PuriCore, and Misonix, or any Affiliate of Misonix, in existence now or in the future against any Take or Pay Payments, the Quarterly Gross Profit amounts and the aggregate Minimum Gross Profit. Misonix hereby waives its right to assert against PuriCore or its Affiliates any damage claim for or to offset against Take or Pay Payments, the Quarterly Gross Profit amounts and the aggregate Minimum Gross Profit. Nothing in the foregoing Section 6.5 is intended to negate credit notes to be issued by PuriCore to Misonix pursuant to Clause 3.1 of the Notes (as described in Section 6.3 of this Agreement) or Misonix’s right to apply such credit notes against any payments owed to PuriCore as provided in Section 4.8.
Take or Pay. (a) Subject to Section 3.l(e), to the extent that Intel fails to purchase any Binding Forecast Wafers, Intel shall be obligated to pay Micron an amount equal to the sum of the Binding Forecast Wafers it fails to purchase multiplied by the applicable Final Price per Binding Forecast Wafer as set forth in Schedule 1.
(b) To the extent that Intel fails to forecast, subject to Section 3.1(b), a quantity of Qualified Probed Wafers sufficient to meet the Qualified Probed Wafer Commitment in any Order Year (the “Foregone Wafer(s)”), Intel shall be obligated to pay Micron the sum of the difference between the Qualified Probed Wafer Commitment for the Order Year less the quantity set forth in the Qualified Probed Wafer Demand Forecast for that Order Year, multiplied by the applicable Final Price per Foregone Wafer as set forth in Schedule 1.
Take or Pay. (a) If Intel fails to purchase all Binding Forecast Wafers, Intel still shall be obligated to pay the Price for the Binding Forecast Wafers it fails to purchase.
(b) If Intel fails to provide a Demand Forecast that satisfies the Minimum Commitment in any period, Intel shall be obligated to pay the Price for the balance of the Minimum Commitment not purchased by Intel (“Foregone Wafers”).
Take or Pay. Seller is not obligated by virtue of any take-or-pay payment, advance payment or other similar payment, to deliver Hydrocarbons attributable to the Properties, or proceeds from the sale thereof, attributable to the Properties at some future time without receiving payment therefor at or after the time of delivery that would be binding on Buyer after Closing.
Take or Pay. 6.1.1 Seller shall deliver and the Buyer shall receive e-Bid RLNG in accordance with this Agreement and the terms as may be set out in the eSPN. Seller and Buyer are aware that e-Bid RLNG under
6.1.2 In respect of the Supply Period under the relevant eSPN, the Buyer shall be obliged to take and pay for or pay for if not taken, a quantity of e-Bid RLNG (expressed and measured in MMBTU) equal to the Take or Pay Quantity.
6.1.3 The “Take or Pay Quantity” in respect of an eSPN shall equal the Contract Quantity (CQ) under such eSPN minus:
A. The aggregate of all quantities of e-Bid RLNG that the Buyer refuses to take delivery of/rejects, owing to such quantities not meeting the Specification, during the Supply Period under eSPN; and
B. The aggregate of lower of PNDCQ or DCQ of e-Bid RLNG (except as may be included in this Article above, or part thereof), that the Seller could not tender for delivery at the Delivery Point during the Supply Period under such eSPN for reasons other than which are attributable to the actions of the Buyer or due to Force Majeure; and
C. The aggregate of all quantities of e-Bid RLNG that the Buyer could not take delivery of at the Delivery Point during the Supply Period under such eSPN due to Force Majeure.
Take or Pay. Except as set forth in this Section 2.5, Buyer shall take delivery of Products made available by Seller in the amounts and on the terms set forth in this Agreement. Notwithstanding anything herein to the contrary, Buyer agrees that in the event that Buyer fails to take delivery of Products made available by Seller in the amounts and on the terms set forth in this Agreement, (a) Buyer will still be obligated to pay Seller with respect to such Products as though Buyer had taken delivery pursuant to the terms of this Agreement, and (b) Seller shall store such Product free of charge for 30 days after the initial delivery date. If Buyer has not taken the Products 30 days after the initial delivery date for any reason, Seller agrees to continue to store the Products without cost to Buyer if Seller reasonably has space and the availability to do without disruption of Seller’s operations. If after the initial 30 day period Seller is unable to continue to store such Products on site for Buyer without incurring additional costs for storage containers or other third party expenses, then Buyer shall pay Seller all out-of-pocket expenses incurred by Seller related to the storage, carrying and handling of such Product. Seller shall invoice Buyer for the costs and expenses related to the handling, carrying and storing of such Product. If Seller fails to pay such invoice for a period of 60 days after the issuance of such invoice, Seller shall have the right to sell enough of the stored Product sufficient to pay such outstanding invoice. Notwithstanding the foregoing, (i) if Buyer has not taken the Products on the initial delivery date because of an Event of Force Majeure that makes it impossible for Buyer to take delivery, Seller shall store Products for Buyer without cost to Buyer for the first 60 days during the continuation of such an Event of Force Majeure, and (ii) thereafter, all such Products shall be treated as otherwise provided in this Section 2.5.
Take or Pay. The purchase of the Committed Quantity is a “take or pay” obligation on the part of the Buyer such that Buyer is absolutely and irrevocably required to accept and pay for the Committed Quantity over the period at the price set forth in Article 4.2. In the event that Buyer fails to take any or all shipments of delivery of its Committed Quantity in a given year, Seller shall invoice Buyer at the end of the year the ****% of the yearly total committed amount. Buyer shall pay the difference within ten (10) days immediately after the invoice date. Payment of such amount shall be deemed to be liquidated damages for Buyer’s breach of its obligation to purchase the Committed Quantity.
Take or Pay. Pursuant to the Take or Pay Commitment, Glencore will purchase all HDC and Small Form Aluminum produced at the Century North America Facilities during the 2015 and 2016 Contract Years.
