Common use of Volume Commitment Clause in Contracts

Volume Commitment. (a) During each Contract Year (as defined below), CKE and/or Distributor and HARDEE'S and/or HARDEE'S Distributor (as defined in the HARDEE'S AGREEMENT) will together purchase in the aggregate from the Company and the Company shall sell CKE and HARDEE'S, and/or their respective Distributors, *** of the annual aggregate pound usage of the Products (as defined in this Agreement and in the HARDEE'S Agreement) by CKE, HARDEE'S, and their respective Distributors up to an aggregate total of *** pounds of total Product per Contract Year (the "Volume Requirement"). Provided, if Company acquires (by buying or building) an additional plant at a location satisfactory to CKE which provides additional production capacity which is capable, in the reasonable determination of HARDEE'S and CKE, of supplying all of their aggregate pound usage of the Products, then the foregoing limitation of *** pounds shall be disregarded. Notwithstanding the foregoing, however, the Volume Requirement shall be pro-rated for any Contract Year consisting of less than 12 months (i.e. if the final Contract Year consists of 7 months, then the Volume Requirement for that Contract Year shall be 7/12ths of the original Volume Requirement). It is expressly understood that non-compliance with the Volume Requirement will be deemed a material breach of this Agreement even if the Purchase Threshold is met under the Formula Development Agreement executed herewith.

Volume Commitment. (a) During each Contract Year (as defined below), CKE and/or Distributor and HARDEE'S and/or HARDEE'S its Distributor, and CKE and/or CKE's Distributor (as defined in the HARDEE'S AGREEMENTCKE Agreement) will together purchase in the aggregate from the Company and the Company shall will sell HARDEE'S and CKE and HARDEE'S, and/or their respective Distributors, *** of the annual aggregate pound usage of the Products (as defined in this Agreement and in the HARDEE'S CKE Agreement) by CKE, HARDEE'S, CKE, and their respective Distributors up to an aggregate total of *** pounds of total Product product per Contract Year (the "Volume RequirementRequirements"). Provided, if Company acquires (by buying or building) an additional plant at a location satisfactory to CKE which provides additional production capacity which is capable, in the reasonable determination of HARDEE'S and CKE, of supplying all of their aggregate pound usage of the Products, then the foregoing limitation of *** pounds shall be disregarded. Notwithstanding the foregoing, however, the Volume Requirement shall be pro-rated for any Contract Year consisting of less than 12 months (i.e. if the final Contract Year consists of 7 months, 10 months then the Volume Requirement for that Contract Year shall be 7/12ths 10/12ths of the original Volume Requirement). It is expressly understood that non-compliance with the Volume Requirement will be deemed a material breach of this Agreement even if the Purchase Threshold is met under the Formula Development Agreement executed herewith.

Volume Commitment. (a) During each Contract Year (as defined below), HARDEE’S and/or its Distributor, and CKE and/or Distributor and HARDEE'S and/or HARDEE'S CKE’s Distributor (as defined in the HARDEE'S AGREEMENTCKE Agreement) will together purchase in the aggregate from the Company and the Company shall will sell HARDEE’S and CKE and HARDEE'S, and/or their respective Distributors, *** of the annual aggregate pound usage of the Products (as defined in this Agreement and in the HARDEE'S CKE Agreement) by HARDEE’S, CKE, HARDEE'S, and their respective Distributors up to an aggregate total of *** pounds of total Product product per Contract Year (the "“Volume Requirement"Requirements”). Provided, if Company acquires (by buying or building) an additional plant at a location satisfactory to CKE which provides additional production capacity which is capable, in the reasonable determination of HARDEE'S ’S and CKE, of supplying all of their aggregate pound usage of the Products, then the foregoing limitation of *** pounds shall be disregarded. Notwithstanding the foregoing, however, the Volume Requirement shall be pro-rated for any Contract Year consisting of less than 12 months (i.e. if the final Contract Year consists of 7 months, 10 months then the Volume Requirement for that Contract Year shall be 7/12ths 10/12ths of the original Volume Requirement). It is expressly understood that non-compliance with the Volume Requirement will be deemed a material breach of this Agreement even if the Purchase Threshold is met under the Formula Development Agreement executed herewith.

Volume Commitment. (a) During each Contract Year (as defined below), CKE and/or Distributor and HARDEE'S ’S and/or HARDEE'S ’S Distributor (as defined in the HARDEE'S ’S AGREEMENT) will together purchase in the aggregate from the Company and the Company shall sell CKE and HARDEE'S’S, and/or their respective Distributors, *** of the annual aggregate pound usage of the Products (as defined in this Agreement and in the HARDEE'S ’S Agreement) by CKE, HARDEE'S’S, and their respective Distributors up to an aggregate total of *** pounds of total Product per Contract Year (the "“Volume Requirement"”). Provided, if Company acquires (by buying or building) an additional plant at a location satisfactory to CKE which provides additional production capacity which is capable, in the reasonable determination of HARDEE'S ’S and CKE, of supplying all of their aggregate pound usage of the Products, then the foregoing limitation of *** pounds shall be disregarded. Notwithstanding the foregoing, however, the Volume Requirement shall be pro-rated for any Contract Year consisting of less than 12 months (i.e. if the final Contract Year consists of 7 months, then the Volume Requirement for that Contract Year shall be 7/12ths of the original Volume Requirement). It is expressly understood that non-compliance with the Volume Requirement will be deemed a material breach of this Agreement even if the Purchase Threshold is met under the Formula Development Agreement executed herewith.