Purchasing Commitment Clause Samples

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Purchasing Commitment. (a) During the Term, Buyer or any of its Affiliates acting on its behalf may purchase from Seller any or all of the Seller Goods. (b) The Parties hereby acknowledge that the quantities of Seller Goods (i) are subject to adjustment at the discretion of Buyer based on its actual volume, customer and business requirements and (ii) shall not, other than with respect to accepted POs, constitute a commitment or obligation by Buyer or any Affiliate to purchase any minimum percentage or volume of Seller Goods from Seller or any other entity.
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Purchasing Commitment. Purchaser expressly covenants and agrees that, during the Term, Purchaser shall not obtain Exclusive Products or Exclusive Services from any source other than Supplier. Unless otherwise agreed to by the Parties, Purchaser will not, manufacture, purchase, sell or distribute Exclusive Products or Exclusive Services in conjunction with any original equipment manufacturers, and will exclusively source its requirements of such Exclusive Products or Exclusive Services from Supplier; provided, however, that the obligation contained in this Section 3.01(b) shall exclude (x) parts and components that Purchaser as of the date hereof makes independently or sources independently from third party suppliers as set forth on Appendix 6; and (y) for the avoidance of doubt, any types of Services that Purchaser as of the date hereof performs independently or subcontracts to third party suppliers.
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Purchasing Commitment. Sponsor shall order at least [**] supply from Fujifilm [**] during the Term. Within [**], Sponsor shall send Fujifilm a written, signed certification of [**] ordered from Fujifilm [**]. In the event Sponsor ordered [**] from Fujifilm [**], it shall add the difference between the actual amount ordered and the minimum required order (i.e., [**]) to the Binding Orders for [**]. If such additional Batches result in Batches in excess of [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Fujifilm – Synageva Agreement EXECUTION COPY [**] obligation to order and purchase such additional Batches shall apply only to the extent [**]. In addition to the foregoing, in the event [**] willfully misrepresents the amount ordered on an [**]. The obligations set forth in this Section 1(f) shall not apply in the event of a Frustration of Purpose Event described in Section 2(c)(iii)(C), in the event of [**], until such time as such [**], but in no event longer than[**] after such events have ended, at which time the purchasing commitment described in this Section 1(f) shall recommence. [**] compliance with the commitment [**] shall be calculated based on the [**] effect and, for clarity, not [**]. In the event of (i) [**] pursuant Section 7(b)(vii)(B) [**] (by way of clarification, [**] for purposes of this Section 1(f)(ii)), or (iii) [**], the purchasing commitment described in this Section 1(f) shall not apply to the [**] nor until such time as [**], but in no event later than [**].
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Purchasing Commitment. [*] (a) CONFIDENTIAL] (b) [*] (c) [*] (d) [*]
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Purchasing Commitment. Distributor expressly covenants and agrees that, subject only to the exceptions expressly set forth in this Agreement, during the Term, Distributor shall not purchase or otherwise obtain any Exclusive Products or Exclusive Services from any source other than Supplier. Unless otherwise agreed to by the Parties, Distributor will not manufacture, purchase, sell or distribute any Exclusive Products or Exclusive Services in conjunction with any original equipment manufacturers (other than Supplier hereunder), and will exclusively source its requirements of all Exclusive Products and Exclusive Services from Supplier; provided, however, that the obligation contained in this Section 5.01(b) shall exclude the Exempted Products and Services.
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Related to Purchasing Commitment

  • Loan Commitment Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Company herein set forth, the Lender hereby agrees to lend to the Company on the Closing Date and thereafter up to $209,900,000 in the aggregate (the "Loan") consisting of $104,950,000 of 7-year Tranche advances and $104,950,000 of 10-year Tranche advances. The Lender's commitment to make the Loan to the Company pursuant to this Section 2.1 is herein called the "Loan Commitment."

  • Revolving Commitment Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrowers from time to time from the Effective Date until the Termination Date, or such earlier date as the Revolving Commitments shall have been terminated as provided herein for the purposes hereinafter set forth (provided, that, all Revolving Loans made prior to the Effective Time (as defined in the Merger Agreement) shall be made to Speedway Funding); provided, however, that (x) the sum of the aggregate principal amount of outstanding Revolving Loans at any time shall not exceed the Revolving Committed Amount and (y) the sum of the aggregate principal amount of outstanding Revolving Loans on the Effective Date shall not exceed $20,000,000 (which outstanding amount shall result only from borrowings of Revolving Loans the proceeds of which are used to finance the Offer (as defined in the Merger Agreement) and for fees and expenses related to the Merger); provided, further, (i) with regard to each Revolving Lender individually, such Lender’s share of outstanding Revolving Obligations shall not exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount and (ii) with regard to the Revolving Lenders collectively, the aggregate principal amount of outstanding Revolving Obligations shall not exceed ONE HUNDRED MILLION DOLLARS ($100,000,000) (as such aggregate maximum amount may from time to time be increased pursuant to Section 2.6 or reduced as provided in Section 3.3). Revolving Loans may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrowers may request and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, that no more than six Eurodollar Loans shall be outstanding hereunder at any time with respect to Revolving Loans. For purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date and have the same duration, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period.

  • Term Loan Commitment As to each Term Loan Lender, the amount equal to such Term Loan Lender’s Term Loan Commitment Percentage of the aggregate principal amount of the Term Loans from time to time outstanding to the Borrower.

  • Additional Commitment Lenders The Company shall have the right, but shall not be obligated, on or before the applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions (each, an “Additional Commitment Lender”) approved by the Issuing Banks, the Swingline Lenders and Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Maturity Date), to become an Extending Lender, provided that the Company consents thereto in writing in its sole discretion. The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders.

  • L/C Commitment (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied). (b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over the Issuing Lender shall by its terms (x) purport to enjoin such Issuing Lender from issuing such Letter of Credit, or any Requirement of Law applicable to such Issuing Lender shall prohibit such Issuing Lender from the issuance of letters of credit, generally, or such Letter of Credit, in particular or (y) impose upon such Issuing Lender with respect to any such Letter of Credit any reserve, capital or liquidity requirement (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) not in effect on the Restatement Effective Date or impose on such Issuing Lender any loss, cost or expense (for which such Issuing Lender is not compensated hereunder or otherwise by agreement of the Borrower) which such Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material to it or (ii) the issuance of such Letter of Credit would violate the legal, regulatory or compliance policies of such Issuing Lender applicable to letters of credit generally, in each case, to the extent such policies and prohibitions are implemented to comply with applicable law or regulation binding upon such Issuing Lender and are being applied with respect to the Borrower consistently with such application thereof to all similarly situated Borrowers under similar circumstances.