Take or Pay Clause Samples

Take or Pay. Seller is not obligated, by virtue of a prepayment arrangement, a “take-or-pay” or other prepayment arrangement, a production payment, or any other arrangement, to deliver any volume of Hydrocarbons, or permit any other person to take any volume of Hydrocarbons produced from or attributable to the ▇▇▇▇▇ or Leases at some future time without then or thereafter receiving full payment therefor.

Take or Pay. (a) If Intel fails to purchase all Binding Forecast Wafers, Intel still shall be obligated to pay the Price for the Binding Forecast Wafers it fails to purchase. (b) If Intel fails to provide a Demand Forecast that satisfies the Minimum Commitment in any period, Intel shall be obligated to pay the Price for the balance of the Minimum Commitment not purchased by Intel (“Foregone Wafers”).

Take or Pay. The purchase of the Committed Quantity is a “take or pay” obligation on the part of the Buyer such that Buyer is absolutely and irrevocably required to accept and pay for the Committed Quantity over the period at the price set forth in Clause 4.2. In the event that Buyer fails to take any or all shipments of delivery of its Committed Quantity in a given year, Seller shall invoice Buyer at the end of the year the ****% of the yearly total committed amount. Buyer shall pay the difference within **** days immediately after the invoice date. Payment of such amount shall be deemed to be liquidated damages for Buyer’s breach of its obligation to purchase the Committed Quantity.

Take or Pay. Seller is not obligated, under a take-or-pay or similar arrangement to which Seller is a party, to allow Hydrocarbons to be sold, without receiving full payments at the time of delivery in an amount that corresponds to the net revenue interest in the Hydrocarbons attributable to any Well, unit or Lease described in Exhibit “A” or “B” (other than with regard to certain obligations relative to Assumed Imbalances or Pipeline Imbalances, as contemplated under Sections 13.4 and 13.5, respectively).

Take or Pay. In the event Lessee enters into a Mineral purchase contract which contains what is commonly referred to as a”take or pay provision” (such provision meaning that the Mineral purchaser agrees to take delivery of a specified minimum volume or quantity of Minerals over a specified term at a specified price or to make minimum periodic payments to the producer for Minerals not taken by the purchaser) and the purchaser under such Mineral purchase contract makes payment to Lessee by virtue of such purchaser’s failure to take delivery of such minimum volume or quantity of Minerals, then Lessor shall be entitled to the Royalty Percentage of all such sums paid to Lessee or producer under the “pay” provisions of such Mineral purchase contract. Such royalty payments shall be due and owing to Lessor within sixty (60) days after the receipt of such payments by Lessee. Any royalty payments made to Lessor under the “pay” obligation of any “take or pay” Mineral contract shall be applied as a credit toward Lessee’s minimum royalty obligation. If the Mineral purchaser “makes up” such Minerals within the period called for in the Mineral contract and Lessee is required to give such purchaser a credit for Minerals previously paid for but not taken, then Lessor shall not be entitled to royalty on such “makeup” Minerals. If Lessee is not producing any quantities of Minerals from the Leased Premises or lands pooled therewith but is receiving payments under the “pay” portion of such “take or pay” Mineral purchase contract provision, such payments shall not relieve Lessee of the duty to make shut-in royalty payments if Lessee desires to continue this Lease, but such “take or pay” royalty payments shall be applied as a credit against any shut-in royalty obligation of the Lessee. Lessor shall be a third-party beneficiary of any Mineral purchase contract and/or transportation agreement entered into between Lessee and any purchaser and/or transporter of Lessor’s Minerals, irrespective of any provision of said contracts to the contrary, and such Mineral purchase contract and/or transportation agreement will expressly so provide. Further, Lessor shall be entitled to the Royalty Percentage of the value of any benefits obtained by or granted to Lessee from any Mineral purchaser and/or transporter for the amendment, modification, extension, alteration, consolidation, transfer, cancellation or settlement of any Mineral purchase contract and/or transportation agreement.

Take or Pay. 9.3.1 In respect of each Contract Year during the Take or Pay Period or that part of the first Contract Year commencing on the first Day of the Take or Pay Period and ending at the end of such Contract Year, the amount of the Minimum ▇▇▇▇ Quantity which has not been taken by the Buyer in such Contract Year under this Agreement shall be known as the “Annual Take or Pay Quantity” for such Contract Year. 9.3.2 In respect of any Contract Year for which there arises an Annual Take or Pay Quantity, such quantity shall be reduced by a quantity of Carry Forward Aggregate not exceeding (**) MMBTU during (**) MMBTU during (**), and: (a) any remaining amount of such Annual Take or Pay Quantity shall be known as the “Net Annual TOP Quantity”; and (b) such use of Carry Forward Aggregate shall be deemed to be a recovery of Carry Forward Aggregate by the Buyer to the extent of such use and the outstanding balance (if any) of Carry Forward Aggregate shall be reduced commensurately. 9.3.3 In respect of any Contract Year for which there arises a Net Annual TOP Quantity, the Buyer shall make payment to the Sellers, in accordance with the provisions of Article 11 at the Contract Price applicable in respect of such Contract Year, for any such Net Annual TOP Quantity. 9.3.4 The Net Annual TOP Quantity in respect of such Contract Year together with the Net Annual TOP Quantity in respect of the (**) not already recovered pursuant to the provisions of Article 9.5, shall be known as “Make-Up Aggregate”.

Take or Pay. Pursuant to the Take or Pay Commitment, Glencore will purchase all Aluminum in billet form (“Billet”) produced at the Century North America Facilities during the 2015 and 2016 Contract Years.

Take or Pay. 6.1.1 Seller shall deliver and the Buyer shall receive e-Bid RLNG in accordance with this Agreement and the terms as may be set out in the eSPN. Seller and Buyer are aware that e-Bid RLNG under this Agreement shall be supplied through the Seller’s Facilities in a commingled form and after stripping off higher hydrocarbons, wherever applicable.‌‌‌ 6.1.2 In respect of the Supply Period under the relevant eSPN, the Buyer shall be obliged to take and pay for or pay for if not taken, a quantity of e-Bid RLNG (expressed and measured in MMBTU) equal to the Take or Pay Quantity. 6.1.3 The “Take or Pay Quantity” in respect of a eSPN shall equal the Contract Quantity (CQ) under such eSPN minus: A. The aggregate of all quantities of e-Bid RLNG that the Buyer refuses to take delivery of/rejects, owing to such quantities not meeting the Specification, during the Supply Period under eSPN; and B. The aggregate of lower of PNDCQ or DCQ of e-Bid RLNG (except as may be included in this Article above, or part thereof), that the Seller could not tender for delivery at the Delivery Point during the Supply Period under such eSPN for reasons other than which are attributable to the actions of the Buyer or due to Force Majeure; and C. The aggregate of all quantities of e-Bid RLNG that the Buyer could not take delivery of at the Delivery Point during the Supply Period under such eSPN due to Force Majeure.

Take or Pay. (a) The Parties agree that the Purchaser will purchase and accept from the Seller in each Delivery Year the Annual Base Quantity specified for that Delivery Year in Schedule 2 (Annual Base Quantities) (as amended in accordance with Clause 7.2 (Annual Base Quantity Revision) above). (b) In the event that the Purchaser fails to accept (or indicates to the Seller that it intends not to accept) delivery of a Shipment which has been scheduled as part of the Annual Operational Delivery Schedule or has otherwise been ordered and scheduled in accordance with Clause 8.3 (Option Quantities) (but which has not been removed from the Annual Operational Delivery Schedule under Clause 12.3(c) or (d) (Variations to Delivery Schedules)), or the Seller elects to cause title to revert to the Seller in accordance with Clause 14.5(b) other than as a result of: (i) a valid full or partial rejection of that Shipment as contemplated under Clause 10.6 (Rejection); or (ii) Force Majeure as contemplated under Clause 15.4 (Effect of Force Majeure), then the quantity of the relevant Shipment not taken shall be the Take or Pay Shortfall provided that, for the avoidance of doubt, volumes of Biomass in relation to which the Storage Option is implemented shall not constitute a Take or Pay Shortfall volume. (c) In relation to any Take or Pay Shortfall: (i) the Seller shall use reasonable endeavours to sell the Take or Pay Shortfall at the best price reasonably obtainable in the market after taking into account any potential buyers of biomass notified to the Seller by the Purchaser; and (ii) the Seller will calculate the Difference Price in relation to the Take or Pay Shortfall which shall be equal to: (A) the amount of the Shipment Value for that Take or Pay Shortfall (assuming a figure of V (as defined in Clause 14.1 (Shipment Value)) equal to seventeen (17) for the first Shipment and thereafter the weighted average Net Calorific Value of Shipments delivered over the prior 365-day period); plus (B) any reasonable and documented additional direct losses, costs or expenses incurred by the Seller in relation to the Purchaser failing to take delivery of the Take or Pay Shortfall (including additional transportation charges, transaction costs associated with unwinding agreements to hedge foreign exchange risk, legal costs, deadfreight, storage costs, handling costs, Taxes or duties, and interest), and actual damages and expenses suffered or incurred by the Seller as a result of entering into a...