Minimum Delivery Obligation Sample Clauses

A Minimum Delivery Obligation clause requires one party, typically a supplier or seller, to deliver at least a specified minimum quantity of goods or services within a defined period. This clause sets a baseline for performance, ensuring that the buyer receives a guaranteed amount regardless of fluctuations in demand or other circumstances. For example, a manufacturer may be obligated to supply at least 1,000 units per month to a retailer. The core function of this clause is to provide certainty and security for the receiving party, helping them plan operations and manage inventory by ensuring a reliable supply.
Minimum Delivery Obligation. With respect to each Delivery Year in the Delivery Term, the Facility’s Delivery Year Performance must equal or exceed the Minimum Delivery Commitment. Failure of the Facility’s Delivery Year Performance to meet the Minimum Delivery Commitment shall constitute an Event of Default. For avoidance of doubt, the Delivery Year Performance and Minimum Delivery Commitment shall be adjusted to account for any Suspension Period. The IPA shall determine if the Facility has met this requirement within thirty (30) days following the end of the Delivery Year. If it is determined by the IPA that the Facility has failed to meet this requirement, then IPA shall provide written notice of such failure to Buyer and Seller, and the Buyer shall notify the Seller of the Event of Default within ten (10) Business Days of receipt of such notice from the IPA. Upon notifying the Seller of the occurrence of such Event of Default, Seller shall have ten (10) Business Days to either demonstrate to the satisfaction of each of IPA and Buyer in their respective sole discretion, that such Event of Default has not occurred, or to effect a cure by making a payment in the amount of the Shortfall Payment Amount. For the avoidance of doubt, if Seller cures such Event of Default by making payment in the amount of the Shortfall Payment Amount in a timely manner, then the Event of Default shall cease to be an Event of Default upon such payment. If Seller fails to demonstrate that such Event of Default has not occurred or fails to cure the Event of Default within ten (10) Business Days of Seller’s receipt of Buyer’s notice, then Buyer shall terminate this CMC Contract. If Seller cures such Event of Default by making payment in the amount of Shortfall Payment Amount, then for purposes of calculating the Delivery Year Performance in future Delivery Years, the Delivery Year Actual Generation associated for the Delivery Year that failed to meet the Minimum Delivery Commitment shall be deemed to equal to the sum of the (a) Delivery Year Actual Generation and (b) the result obtained by multiplying the Shortfall CMC Quantity by five (5). For such Event of Default (provided such Event of Default is not cured by Seller in accordance with the foregoing), Buyer shall be entitled to payment by Seller in the amount of the Collateral Requirement and any outstanding amounts that are due to Buyer related to the Delivery of CMCs or related to the value of any monetized Subsidy received by Seller. The Parties acknowl...
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Minimum Delivery Obligation. (a) (i) Upon execution of this Agreement, Writer shall deliver to Publisher those existing Compositions set forth on Schedule A attached hereto (“Schedule A Compositions”). For purposes of clarity, delivery of Schedule A Compositions shall not apply or count toward Writer’s Minimum Delivery Obligation (defined below). (ii) During each annual contract period, Writer shall deliver to Publisher in satisfaction of Writer’s minimum delivery obligation (“Writer’s Minimum Delivery Obligation”) at a minimum the equivalent of twelve (12) New Compositions (as defined in Paragraph 4(a) below) entirely created by Writer which are commercially and artistically satisfactory to Publisher in Publisher’s reasonable good faith judgment. A New Composition shall be deemed commercially and artistically satisfactory unless Publisher provides Writer written notice of rejection within ten (10) days of Writer’s delivery of such New Composition. If Publisher shall reject any New Composition as unsatisfactory, such New Composition shall nonetheless be subject to the terms of this Agreement, but shall not count in the reduction of Writer’s Minimum Delivery Obligation. Both Writer and Publisher acknowledge and agree that the complete and timely fulfillment of Writer’s Minimum Delivery Obligation is a material term of this Agreement. (iii) New Compositions(s) not entirely created by Writer shall apply in reduction of Writer’s Minimum Delivery Obligation as a fractional New Composition(s) in proportion to Writer’s fractional creative contribution to such New Composition. (iv) No New Composition shall contain any samples(s) without Publisher’s consent. If a New Composition(s) contains a sample which has been used with Publisher’s consent, Writer’s fractional creative contribution to the New Composition shall be reduced by: (A) a percentage equal to the percentage of the New Composition copyright assigned to the owner of the sample in question, or (B) the income participation percentage in the New Composition granted to the owner of the sample, as applicable. (i) Each New Composition shall be delivered to Publisher promptly after such New Composition is created. Each New Composition and part thereof shall be deemed created and subject hereto as a New composition at the earliest point in time when that New Composition or any part thereof is initially the subject matter of copyright and in which copyright protection may subsist in accordance with the copyright laws of the United States or, ...
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Minimum Delivery Obligation. A Delivery Schedule satisfies the Minimum Delivery Obligation if: (1) the Scheduled Off-Peak MW Hours as a percentage of the Maximum Off-Peak MW Hours is less than or equal to 100% and greater than or equal to the off-peak capacity factor in Exhibit F; and (2) the Scheduled On-Peak MW Hours as a percentage of the Maximum On-Peak MW Horus is less than or equal to 100% and greater than or equal to the on-peak capacity factor in Exhibit F.
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Related to Minimum Delivery Obligation

  • Delivery Obligations (a) The Seller shall Deliver to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot (the “Delivery Deadline”), Finished Cobalt in an amount equal to the Payable Cobalt in respect of the Parcel from which such Lot was produced (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Material, the Seller shall provide the Purchaser with prompt (and in any event prior to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: (i) to the extent that the Seller is able to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 5th Business Day following the Determination Date for the relevant Lot; (ii) thereafter, to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;

  • Purchase Obligation An obligation of the Company to repurchase Mortgage Loans under the circumstances and in the manner provided in Section 2.07 or Section 2.08.

  • Conditions to the Obligations of Each Party The obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following conditions:

  • CONDITIONS TO THE OBLIGATIONS of Each Party at the Second Closing. The obligation of the Investor to deliver the Second Purchase Price Payment at the Second Closing and the obligations of the Company to issue, sell and deliver to the Investor the Second Closing Securities at the Second Closing are each subject to the fulfillment or waiver (to the extent, and only to the extent, permissible by applicable Law) by both the Investor and the Company on or before the Second Closing Date of each of the following conditions: (a) No Restraint shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Second Closing. (b) All waiting periods (and any extensions thereof) applicable to the Transactions under the HSR Act and other applicable Antitrust Laws shall have been terminated or shall have expired. (c) Either (i) the FCC Approval shall have been received, (ii) the FCC shall have denied the FCC Approval and such denial shall have become Final (an “FCC Final Denial”) (it being understood, for the avoidance of doubt, that if there shall have been an FCC Final Denial, (x) the Investor shall have no obligation to deliver the Second Purchase Price Payment, and (y) the Company shall have no obligation to deliver the Second Closing Securities other than the Note (through release from the Escrow) (which, for the avoidance of doubt, shall be non-convertible), if not previously issued, sold and delivered (through release from the Escrow) in accordance with Section 2.3) or (iii) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions. (d) The FCC shall have either: (i) issued a public notice announcing that the Company did not submit any winning bids in the RDOF Auction; or (ii) issued a public notice announcing that it has authorized support for all winning bids submitted by Company in the RDOF Auction; provided, that either party may request that the other party waive this condition, which request shall only be denied if the non-requesting party reasonably believes that the occurrence of the Second Closing in connection with the satisfaction of the conditions set forth in Sections 7.1(c)(i) or 7.1(c)(iii) will result in the disqualification of Company from receiving support from the FCC through the RDOF Auction; provided, further, that the condition in this Section 7.1(d) shall not be required to be satisfied if there shall have been an FCC Final Denial. (e) The Initial Closing shall have occurred.

  • Conditions to the Obligations of Buyer The obligations of Buyer to consummate the Closing are subject to the satisfaction of the following further conditions: (i) Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the Closing, (ii) the representations and warranties of Sellers contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto that are qualified by materiality or Material Adverse Effect shall be true, and all other such representations and warranties of Seller shall be true in all material respects, in each case at and as of the Closing Date as if made at and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time), and (iii) Buyer shall have received a certificate signed by a duly authorized officer of Metaldyne to the foregoing effect; and (b) all actions shall have been taken, or consents obtained, with respect to permits, licenses, authorizations and contracts relating to the Purchased Assets such that the Closing of the Transactions will not constitute a default under or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Buyer would be entitled under any provision of any agreement or other instrument to be transferred to Buyer hereby or relating to the Acquired Business except for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; (c) Buyer shall have obtained debt or equity financing on terms and conditions reasonably satisfactory to it sufficient to pay the Purchase Price and related fees and expenses; and (d) Buyer shall have received the Buyer Fairness Opinion in form and substance reasonably satisfactory to Buyer and such opinion shall be in full force and effect as of the Closing Date.