Consigned Inventory Clause Samples

Consigned Inventory. With respect to consigned Inventory, the Borrower shall perfect its interest in such Inventory by filing and delivering notice to the creditors of record of the consignee, all as provided in Section 9-114 of the Code, and in form and substance satisfactory to the Agent, and the Borrower shall execute and deliver all financing statements, security agreements, amendments thereto, or other documents (and pay the cost of filing or recording the same in all public offices deemed necessary by the Agent), as the Agent may request, in a form satisfactory to the Agent, to perfect and maintain the Liens on such Collateral granted by the Borrower to the Agent hereunder. With respect to goods in the hands of bailees, the Borrower shall deliver notice to such bailees of Agent's interest in such goods and instructions with respect to the disposition thereof, all in form and substance satisfactory to the Agent, and Borrower shall execute and deliver all financing statements, security agreements, amendments thereto, or other documents (and pay the cost of filing or recording the same in all public offices deemed necessary by the Agent), as the Agent may request, in a form satisfactory to the Agent, to perfect and maintain the Liens on such Collateral granted by the Borrower to the Agent hereunder.

Consigned Inventory. On the Effective Date, Nortel Networks will sell twelve (12) months demand of Class B Inventory on a PEC code by PEC code basis to Flextronics. All other transferred inventory will be held by Flextronics as Consigned Inventory. With respect to Consigned Inventory: (a) Unless Nortel Networks otherwise directs, Flextronics shall hold such inventory on behalf of and, in the ordinary course of business, [•]; (b) Flextronics shall keep and care for such Consigned Inventory with the same standard of care as if it were part of the Inventory, including the obligation to hold at Flextronics’ risk and to insure against loss. However, no such Consigned Inventory shall be, nor be deemed to be, a part of the Inventory; (c) Flextronics shall repurchase all suitable Consigned Inventory from Nortel Networks prior to repairing Class C Inventory; (d) When Flextronics is required to acquire Consignment Inventory, Flextronics will acquire the lesser of all Consigned Inventory or 30 times the Daily Usage Rate. (e) Flextronics shall make such purchase at the then current Price unless otherwise agreed by the Parties. Flextronics shall make payment to Nortel Networks for such purchases within forty (40) days thereof; (f) In the event Flextronics does not repurchase Consigned Inventory in accordance with the foregoing, Nortel Networks shall be deemed to have sold such Inventory to Flextronics and Flextronics will immediately credit Nortel Networks with the amount attributable to such deemed repurchase; (g) Flextronics will be responsible for normal cycle count adjustments for Consigned Inventory. [•]; and (h) If Nortel Networks requires Flextronics to increase the level of Consigned Inventory above the level as of the Effective Date, the Parties will mutually agree if an adjustment is required to the Price.

Consigned Inventory. A. For purposes of this Addendum, "Consigned Inventory" shall mean inventory owned by Seller and delivered to a Site for Buyer's specific use. B. The parties shall agree in writing to the Parts that will be included in the Consigned Inventory and appropriate stocking levels. C. Title to all Parts in the Consignment Inventory is and shall remain in Seller until the Parts are issued from the Consignment Inventory to the Buyer.

Consigned Inventory. The Grantor will keep and maintain complete and accurate books and records identifying all Inventory held on consignment, all sales thereof, identification of the consignor thereof, a true and complete copy of the consignment agreement between the Grantor and such consignor in respect thereof, and accounts payable by the Grantor to such consignor in respect thereof. The Grantor agrees that it will not grant to any such consignor any interest in proceeds (including cash proceeds, Accounts, Instruments, Chattel Paper, or Contracts constituting proceeds) of any such consigned inventory.

Consigned Inventory. Approximate dollar amount of the Additional Grantor’s inventory consigned to third parties at any time: $ .

Consigned Inventory. If at any time any of the Inventory is placed by the Borrower on consignment with any consignee, Borrower shall, prior to delivery of such consigned Inventory, (a) provide Bank with all consignment agreements and other instruments and documentation to be used in connection with such consignment (all of which shall be in a form acceptable to the Bank); (b) prepare, execute and file appropriate financing statements with respect to any consigned Inventory showing the consignee as debtor, the Borrower as secured party, and the Bank as assignee of the secured party; (c) prepare, execute and file appropriate financing statements with respect to any consigned Inventory showing the Borrower, as debtor, and the Bank, as secured party; (d) conduct a search of all UCC filings made against the consignee in all jurisdictions in which Inventory to be consigned is to be located while on consignment, and furnish copies of such results to the Bank; and (e) notify in writing all creditors of the consignee that are or may be holders of security interests in the Inventory to be consigned that the Borrower expects to deliver certain Inventory to the consignee.

Consigned Inventory. Notwithstanding anything to the contrary contained herein or in any other Loan Document, Debtor (a) may maintain Inventory at locations other than those set forth in Schedule 5 (the "Offsite Inventory") and (b) shall not be required to execute UCC-1 Financing Statements for the jurisdictions in which the Offsite Inventory are located, provided, that, the book value of all Offsite Inventory (as defined in each of the respective Amended and Restated Pledge and Security Agreements dated the date hereof executed by Karts International Incorporated and each of its Subsidiaries in favor of Secured Party) of Karts International Incorporated and each of its Subsidiaries does not exceed $50,000 in the aggregate. [The remainder of this page has been intentionally left blank]

Consigned Inventory. Purchaser shall not purchase any consigned Inventory and consigned Inventory shall not be included in the Purchased Assets.

Consigned Inventory. From and after the Closing Date, Buyer and Seller covenant and agree as set forth below: (a) In the event that any Consigned Inventory exists as of the Closing Date, Seller shall retain title to such Consigned Inventory following the Closing until sold or transferred to Buyer pursuant to the terms of this Section 2.7. The Consigned Inventory shall be consistent with the Final Consignment Items. (b) Unless and until any Consignment Inventory is sold pursuant to this Section 2.7 or transferred by Buyer to a third party in connection with a sale of Inventory or to a third party service provider for the provision of services to Buyer, Consigned Inventory shall remain in the possession and control of Buyer and Buyer shall maintain and insure the Consigned Inventory in the ordinary course of business consistent with the manner in which Buyer maintains and insures its own Inventory. In the event of any loss of or damages to the Consigned Inventory, all insurance proceeds payable in respect of such Consigned Inventory shall be paid to Seller, net of any applicable deductibles. (c) Each Schedule of Consigned Inventory shall set forth a list of each item of Consigned Inventory identified by (i) roll or other applicable unit and (ii) as to each such roll or unit, the weight in tons, the Total Cost and the Consigned Price. Buyer shall track sales of such Consigned Inventory and shall produce a monthly report (the “Consignment Report”) setting forth each roll or unit that was sold during such month and the applicable Consigned Price. (d) In the event that Buyer sells any Consigned Inventory, then within ten (10) Business Days following the end of each month in which sales of Consigned Inventory occurred, Buyer shall remit to Seller in cash an aggregate dollar amount equal to the sum of the Consigned Prices of all rolls or units of Consigned Inventory sold by Buyer in such month. Such remittance shall be accompanied by a Consignment Report for such month. (e) In the event Buyer must deliver additional Consigned Inventory or Inventory that is not Consigned Inventory to any customer to replace previously sold Consigned Inventory that is subject to warranty claims (such previously sold Consigned Inventory, “Warranty Inventory”), then Seller shall not be entitled to any payment with respect to such Warranty Inventory. Appropriate adjustment shall be made in respect of any amounts previously remitted by Buyer to Seller in respect of such Warranty Inventory. In the event that...