Understanding on Basis for Minimums Sample Clauses

Understanding on Basis for Minimums. Medtronic's first-year ----------------------------------- Minimums are based, in part, on the following: (a) Data Critical represents and warrants that, to the best of its knowledge, [*]provided by Data Critical to Medtronic, as attached in Annex M, have been prepared in good faith and ------- are not materially misleading in the light of the circumstances under which they were prepared. (b) Data Critical represents and warrants that it is unaware of any fact or circumstance specific to Data Critical's business that would materially adversely affect Data Critical's business as currently conducted. (c) Data Critical's timely completion of the projected Product roll-out as set forth in Annex A. ------- (d) [*] The parties agree that any breach or inaccuracy of the above representations, warranties or assumptions shall not be deemed a breach of this Agreement, but instead will give rise to a good faith renegotiation of the Minimums. ________________________________ * Confidential Treatment Request