Take or Pay Agreement Sample Clauses

Take or Pay Agreement. The Borrowers shall, in connection with their delivery of the engineering reports required by Sections 7 and 12 hereof, deliver to Agent copies of contracts or other agreements concerning "take or pay" and "prepayment", and provide notice of all gas balance liabilities of the Borrowers.
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Take or Pay Agreement. 8.3.1 Starting on the later of (i) January 1, 2016 or (ii) Closing Date, as long as Supplier materially meets its obligations to deliver Wafers (with “materially” meaning that, during a calendar quarter, Supplier would not materially meet its obligations if [***] to be delivered by Supplier to Maxim under this Agreement during such calendar quarter is not delivered) (so long as such non-delivery is not due to Maxim’s fault)) in the amount purchased by MIPI in accordance with Parties’ obligations under Section 4.1, Maxim shall purchase from Supplier quantities of Wafers based on the quantity of Moves in accordance with the minimum order obligation under Section 4.1 and pay to Supplier, during a given calendar year, [***].
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Take or Pay Agreement. This Agreement is a take or pay agreement such that, in addition to making the Advance Payment required under Section 6, Buyer is absolutely and irrevocably required to pay the Net Price per kilogram for the Contract Quantity per calendar year over the Term of this Agreement. In the event that Buyer fails to order or take delivery of the Contract Quantity for a calendar year then Seller shall invoice Buyer for the difference between the quantity of Products ordered in that calendar year and the Contract Quantity of Product for that calendar year at the Net Price in effect for HSC DMS for that calendar year (subject to any price adjustment provided for in this Agreement, including without limitation under Section 8 or Section 16), and Buyer shall pay the same in accordance with Section 9 hereof.
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Take or Pay Agreement. This Agreement is a “take or pay agreement” such that Buyer is absolutely and irrevocably required to accept and pay for the contracted volume of Products per year in the Term of this Agreement at the prices set forth in Exhibit B. In the event that Buyer fails to perform its contracted volume (including but not limit to: fails to order contracted volume and fails to pay the account payable) in a given year, the Seller is entitled to invoice Buyer regardless the difference between the ordered and the contracted at full contract price and Buyer is liable to pay the full price as specified in that invoice within *** of the invoice date. Buyer specifically acknowledges and accepts that it will be liable for the full purchase price of volume differentia between the quantity ordered and the contracted volume.
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Take or Pay Agreement. This Agreement is a “take or pay agreement” such that Buyer is absolutely and irrevocably required to accept and pay for the contracted volume of Products per year in the Term of this Agreement at the prices set forth in Exhibit B, except as otherwise provided in this Agreement, In the event that Buyer fails to perform its contracted volume (including but not limit to: fails to order contracted volume and fails to pay the account payable) in a given year, the Seller is entitled to, at the end of that given year, give payment notice to the Buyer regarding the difference between the ordered and the contracted volume per Exhibit B at their full contract price and the Buyer is liable to pay such full price for the contracted but not ordered Products for the given year as specified in that notice within *** of the notice date. The Buyer specifically acknowledges and accepts that it will be liable for the full purchase price of volume differentia between the ordered and the contracted volume. Upon the payment of aforesaid price, the ownership of the relevant Products shall be transferred to the Buyer and delivered in accordance with the provisions in this Agreement. The Buyer should pick up the Products on time pursuant to this Agreement. In such case, the Seller shall bear no liabilities in delay delivery and the Buyer should bear all the risk, loss and liabilities arisen, and the Buyer is obligated to compensate for all the loss and expenses suffered by the Seller. In the event that the Seller obtain all the payment and interest as stipulated in this Clause through reselling the Products pursuant to the second paragraph of Clause 3.6.4 of this Agreement and being compensated by the Buyer for the cost and Loss, the Seller shall not claim the payment pursuant to the afore-said provisions for the difference volume.
Sample 1
Take or Pay Agreement. This Agreement is a take or pay agreement such that, in addition to making the Advance Payment required under Section 6 hereof, Buyer is absolutely *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. and irrevocably required to pay the Net Price per kilogram for the Contract Quantity per calendar year over the Term of this Agreement. In the event that Buyer fails to order or take delivery of the Contract Quantity for a calendar year then Seller shall invoice Buyer for the difference between the quantity of Products ordered in that calendar year and the Contract Quantity of Product for that calendar year at the Net Price in effect for HSC DMS and/or HS DMS for that calendar year (subject to any price adjustment provided for in this Agreement, including without limitation, under Section 8 or Section 18), and Buyer shall pay the same in accordance with Section 9 hereof.
Sample 1
Take or Pay Agreement. Simultaneously with the execution and delivery --------------------- of this Agreement, Purchaser and Seller shall enter into an amendment to the Carrier Agreement described in Section 5.09 in the form attached hereto as Exhibit 5.06 which shall become effective upon the payment in full of all ------------ amounts owed under Note A.
Sample 1
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Take or Pay Agreement. This Agreement is a take or pay agreement such that, in addition to making the Advance Payment required under Section 6 hereof, Buyer is absolutely and irrevocably required to pay the Net Price per kilogram for the Contract Quantity per calendar year over the Term of this Agreement. In the event that Buyer fails to order or take delivery of the Contract Quantity for a calendar year then Seller shall invoice Buyer for the difference between the quantity of Products ordered in that calendar year and the Contract Quantity of Product for that calendar year at the Net Price in effect for HSC DMS and/or HS DMS for that calendar year (subject to any price adjustment provided for in this Agreement, including without limitation, under Section 8 or Section 18), and Buyer shall pay the same in accordance with Section 9 hereof.
Sample 1
Take or Pay Agreement. This Agreement is a “take or pay agreement” such that Buyer is absolutely and irrevocably required to accept and pay for the contracted volume of Products per year over a 10-year period at the prices set forth in Exhibit B, subject to the adjustments described in Section 4 above. In the event that Buyer fails to order and take delivery of its contracted volume in a given year, HSC shall invoice Buyer for the differential at full contract price and Buyer will pay the same within 30 days of invoice date. Buyer specifically acknowledges and accepts that it will be liable for the full purchase price of volume differential between the quantity ordered and the contracted volume.
Sample 1

Related to Take or Pay Agreement

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Amended and Restated Agreement This Agreement amends, restates, supercedes and replaces in its entirety the Existing Loan Agreement. As a condition to the effectiveness hereof, the Existing Borrower, on behalf of its relevant fund series, shall have paid to the Bank the aggregate principal amount of all loans, and all accrued and unpaid interest, if any, outstanding under the Existing Loan Agreement through the date hereof. If the foregoing satisfactorily sets forth the terms and conditions of the Committed Line, please execute and return to the undersigned each of the Loan Documents and such other documents and agreements as the Bank may request. We are pleased to provide the Committed Line hereunder and look forward to the ongoing development of our relationship. Sincerely, STATE STREET BANK AND TRUST COMPANY, as Bank By: Name: Title: Acknowledged and Accepted: EACH OF THE BORROWERS LISTED ON APPENDIX I HERETO , for itself or on behalf of each of its respective portfolio series listed on Appendix I hereto severally and not jointly By: Name: Title: Acknowledged: STATE STREET BANK AND TRUST COMPANY, as Custodian By: Name: Title: APPENDIX I FUNDS AND BORROWING PERCENTAGES Name Borrowing Percentage Baron Investment Funds Trust, on behalf of each of: Baron Asset Fund 5.00 % Baron Growth Fund 5.00 % Baron Small Cap Fund 5.00 % Baron Opportunity Fund 5.00 % Baron Fifth Avenue Growth Fund 5.00 % Baron Discovery Fund 5.00 % Baron Durable Advantage Fund 5.00 % Baron Select Funds, on behalf of each of: Baron Focused Growth Fund 5.00 % Baron International Growth Fund 5.00 % Baron Real Estate Fund 5.00 % Baron Emerging Markets Fund 5.00 % Baron Global Advantage Fund 5.00 % Baron Real Estate Income Fund 5.00 % Baron Health Care Fund 5.00 % Baron WealthBuilder Fund 5.00 % Baron FinTech Fund 5.00 % Baron New Asia Fund 5.00 % Baron Technology Fund 5.00 % EXHIBIT A PROMISSORY NOTE $200,000,000.00 [Date] For value received, each of the undersigned hereby severally (and not jointly) promises to pay to STATE STREET BANK AND TRUST COMPANY (the “Bank”), or order, at the office of the Bank at Oxx XxxxxxxXxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx 0000000000 in immediately available United States dollars, the principal amount of TWO HUNDRED MILLION DOLLARS ($200,000,000.00), or such lesser original principal amount as shall be outstanding hereunder and not have been prepaid as provided herein, together with interest thereon as provided below. Each Loan shall be payable upon the earliest to occur of (a) 60 calendar days following the date on which such Loan is made, (b) the Expiration Date, or (c) the date on which such Loan otherwise becomes due and payable under the terms of the Loan Agreement referred to below, whether following the occurrence of an Event of Default or otherwise. Interest on the unpaid principal amount outstanding hereunder shall be payable at the rates and at the times as set forth in the Loan Agreement and shall be computed as set forth in the Loan Agreement. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed, including holidays or other days on which the Bank is not open for the conduct of banking business. All Loans hereunder and all payments on account of principal and interest hereof shall be recorded by the Bank. The entries on the records of the Bank (including any appearing on this Note), absent manifest error, shall govern and control as to amounts outstanding hereunder, provided that the failure by the Bank to make any such entry shall not affect the obligation of the undersigned to make payments of principal and interest on all Loans as provided herein and in the Loan Agreement. Following the occurrence of a Default or an Event of Default with respect to any Fund, unpaid principal on any Loan to such Fund, and to the extent permitted by applicable law, unpaid interest on any Loan to such Fund, shall thereafter bear interest, compounded monthly and be payable on demand, until paid in full (after as well as before judgment) at a rate per annum equal to two percent (2%) above the rate otherwise applicable to such Loan under the Loan Agreement. This Note is issued pursuant to, and entitled to the benefits of, and is subject to, the provisions of a certain letter agreement dated January 28, 2015 by and among the undersigned and the Bank (herein, as the same may from time to time be amended, restated, supplemented, modified or extended, referred to as the “Loan Agreement”), but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the undersigned makers of this Note to pay the principal of and interest on this Note as herein provided. All terms not otherwise defined herein shall be used as defined in the Loan Agreement. Any of the undersigned may at its option prepay all or any part of the principal of this Note subject to the terms of the Loan Agreement. Amounts prepaid may be reborrowed subject to the terms of the Loan Agreement. Each of the undersigned makers and every endorser and guarantor hereof hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement hereof and consents that this Note may be extended from time to time and that no such extension or other indulgence, and no substitution, release or surrender of collateral and no discharge or release of any other party primarily or secondarily liable hereon, shall discharge or otherwise affect the liability of any of the undersigned or any such endorser or guarantor. No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, and a waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. This instrument shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of The State of New York (without giving effect to any conflicts of laws provisions contained therein).

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Participation Agreement The Participation Agreement (Federal Express Corporation Trust No. N679FE), dated as of June 15, 1998, as amended and restated as of October 1, 1998, among the Lessee, the Owner Trustee not in its individual capacity except as otherwise expressly provided therein, but solely as owner trustee, the Owner Participants, the Indenture Trustee not in its individual capacity except as otherwise expressly provided therein, but solely as indenture trustee, the Pass Through Trustee not in its individual capacity except as otherwise expressly provided therein, but solely as pass through trustee, and the Subordination Agent not in its individual capacity except as otherwise expressly provided therein, but solely as subordination agent.

  • Amendment and Restatement; No Novation This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by this Agreement and the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Revolving Credit Commitments of the Lenders hereunder.

  • Amendment to this Agreement No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

  • Amendments to this Agreement This Agreement may only be amended by the parties in writing.

  • Agreement to Guaranty The New Guarantor hereby agrees, jointly and severally with all the existing Guarantors, to unconditionally guarantee the Issuer’s obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article 13 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities.

  • Amendments to this Sub-Advisory Agreement This Sub-Advisory Agreement may be amended only by a written instrument approved in writing by all parties hereto.

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