PURCHASE RIGHTS AND COMMITMENTS Clause Samples

PURCHASE RIGHTS AND COMMITMENTS. 4.01 Subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to buy Products in accordance with the pricing and benefits set forth in Exhibit 2 of this Agreement. 4.02 Buyer agrees to place Purchase Orders for 1,000 RPSs to be delivered by December 31, 2000. This "Initial Purchase Commitment" is Buyer's sole commitment with respect to purchasing Products from Seller during the Term. Concurrent with execution of this Agreement, Buyer will issue a Purchase Order for 170 RPSs to be delivered before June 30, 2000, which RPSs shall be counted towards the Initial Purchase Commitment. Buyer will issue confirming Purchase Orders with specific delivery information such as Ship Date and location. An additional 750 RPSs of the Initial Purchase Commitment are to be delivered by December 31, 2000 pursuant to Purchase Orders issued by Buyer. Buyer may apply purchases of any of Seller's 38Ghz products to the Initial Purchase Commitment. If prices for Seller's future 38Ghz products are greater than the prices set forth in this Agreement, the Initial Purchase Commitment shall be measured by total purchase price not by the number of units.
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PURCHASE RIGHTS AND COMMITMENTS. 4.01 Subject to the terms and conditions of this Agreement Seller agrees to sell and Buyer agrees to buy Products in accordance with the pricing and benefits set forth in Exhibit 2 of this Agreement. 4.02 Buyer agrees to place Purchase Orders for IFU's an amount totaling [*] or 1,000 IFUs (the "Minimum Purchase Commitment") to be delivered by December 31, 2002. In addition to the "Minimum Purchase Commitment", Buyer also commits to an "Initial Purchase Commitment" for an amount totaling [*] or 500 IFUs for delivery by December 31, 2000. In consideration for the Buyers Initial Purchase Commitment for the amount of [*] or 500 IFUs for delivery by December 31, 2000, Seller will provide an additional [*] discount ([*] per IFU) for the first 500 IFUs. Buyer will issue confirming Purchase Orders with specific delivery information such as Ship Date and location. The remaining amounts of the Minimum Purchase Commitment are to be delivered by December 31, 2002 pursuant to Purchase Orders issued by Buyer. [*] Confidential Treatment Requested 4.03 Purchases of IFUs by Affiliates of Buyer count towards Buyer's Minimum and Initial Purchase Commitments. Buyer may, without any further liability to Seller, cancel its Minimum and Initial Purchase Commitment upon the occurrence of any of the following events, in which case Buyer has no obligations to pay any Initial Purchase Cancellation Fee or otherwise: (a) Seller materially breaches this Agreement and such breach recurs, continues or remains uncured after thirty (30) days written notice. (b) Seller files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within forty-five (45) days of such involuntary filing; Seller admits the material allegations of any petition in bankruptcy filed against it; Seller is adjudged bankrupt; Seller makes a general assignment for the benefit of its creditors; if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment; or Seller commences any proceeding for relief from its creditors in any court under any state insolvency statutes; (c) Seller fails to deliver to Buyer the quantity of Products conforming with Product Specifications for which Buyer has placed Purchase Orders; (d) Buyer is enjoined from using any Products and Seller is unable to cure the effects of such injunction pursuant to 9.02(a) or (b) within thirty (30) days. 4.04 If during ...
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Related to PURCHASE RIGHTS AND COMMITMENTS

  • Agreements and Commitments Except as set forth in ITEM 2.11 delivered by ESI to Macromedia herewith, or as listed in ITEM 2.12, ITEM 2.15.3 or ITEM 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, ESI is not a party or subject to any oral or written executory agreement, obligation or commitment that is material to ESI, its financial condition or business or which is described below and is not terminable within 60 days without cost or penalty to ESI, including but not limited to the following: (a) Any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to ESI in an aggregate amount of (i) $25,000 or more in the ordinary course of business or (ii) $10,000 or more not in the ordinary course of business; (b) Any license agreement under which ESI is licensor (except for any nonexclusive software license granted by ESI to end-user customers where the form of the license, excluding standard immaterial deviations, has been provided or made available to Macromedia's counsel); or under which ESI is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products); (c) Any agreement by ESI to encumber, transfer or sell rights in or with respect to any ESI Intellectual Property (as defined in Section 2.12 hereof); (d) Any agreement for the sale or lease of real or personal property involving more than $25,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the distribution of ESI's products; (f) Any franchise agreement or financing statement; (g) Any stock redemption or purchase agreement; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of ESI incurred or made in the ordinary course of business, and except as disclosed in the ESI Financial Statements; (j) Any contract containing covenants purporting to limit ESI's freedom to compete in any line of business in any geographic area; or (k) Any contract or commitment for the employment of any officer, employee or consultant of ESI or any other type of contract or understanding with any officer, employee or consultant of ESI that is not immediately terminable by ESI without cost or liability. All agreements, obligations and commitments listed in ITEM 2.11, ITEM 2.12, ITEM 2.15.3 or ITEM 2.15.6 as required by Section 2.11, Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, are valid and in full force and effect, and except as expressly noted, a true and complete copy of each has been delivered or made available to Macromedia. Except as noted on ITEM 2.11, neither ESI nor, to the knowledge of ESI, any other party is in breach of or default under any material term of any such agreement, obligation or commitment. ESI has no liability for renegotiation of government contracts or subcontracts which are material to ESI, its financial condition or business.

  • Objectives and Commitments 8.1 The Objectives of the Parties to this Agreement are: (a) to promote fair, cooperative and productive workplace relations in the building and construction industry; (b) to provide a detailed set of agreed employment benefits, conditions, rights and obligations via direct employment with the Employer; (c) to explore the potential for innovation and new technologies; (d) to consider any benefits of alternative hours of work; (e) to support the establishment of consultative bodies to consider the impact of climate change on the working conditions in the industry; (f) to establish practices that support opportunities for a diversified workforce; (g) to support the implementation of highest possible levels of OHS practices, procedures and training; (h) to ensure that fair and equitable employment practices are applied in the workplace; (i) to improve efficiency in the workplace; (j) to provide for the establishment and observance of an effective disputes settlement procedure that involves Employees and their representatives, when requested, at the earliest stage of any dispute or potential dispute. 8.2 The Parties to this Agreement commit themselves to ensuring that: (a) the efficiency measures contained in this Agreement are implemented and lead to real gains in productivity. (b) the principles of industry modernisation are realised during the life of this Agreement (in accordance with Part 11). (c) productivity gains will not be achieved at the expense of health and safety standards. (d) the disputes settlement procedures provided herein are strictly adhered to. (e) employment should wherever possible be direct, full time and on going.

  • Incremental Commitments (1) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible Assignees, in each case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender.

  • Purchase Commitments Company has no purchase commitments for inventory items or supplies that, together with amounts on hand, constitute in excess of three months normal usage, or which are at an excessive price.

  • Additional Commitments The Parties may negotiate commitments with respect to measures affecting trade in services not subject to scheduling under Article 106 (National Treatment) or Article 107 (Market Access), including those regarding qualifications, standards or licensing matters. Such commitments shall be inscribed in a Party's Schedule.