Consignment Inventory Clause Samples

Consignment Inventory. Purchaser will provide Consigned Die, and during the first six (6) months Consigned Materials, to Supplier from time to time for purposes of Supplier’s performance of Services under this Agreement. Such Consigned Die and Consigned Materials shall be stored in the locations and in the manner at the Facility such Consigned Die and Consigned Materials were stored in prior to the Closing Date or as otherwise specified in the Performance Standards, unless the parties agree in advance in writing on any changes to the storage location or procedures at the Facility. Supplier will use the Consigned Die and Consigned Materials to perform Services and Produce Products on a first-in, first-out basis. Upon reasonable advance written notice to Purchaser, Supplier may elect to obtain Materials on its own to perform the Services instead of receiving Consigned Materials from Purchaser; provided, however, if the purchase of such Materials instead of receipt of Consigned Materials results in an increase of costs to Supplier, then Supplier shall not be entitled to include such additional costs in its calculations for cost reconciliation pursuant to Section 2.4 above.

Consignment Inventory. Each Purchaser and Vendor shall mutually agree in writing upon the quantity of Product Vendor is to maintain in inventory on consignment at such Purchaser’s Facility location (dependent on the type of Product). Vendor shall not charge any Purchaser a stocking fee or any other fee for such Purchaser to retain the Product in inventory. Vendor agrees to rotate Products into the inventory on a periodic basis to ensure that such inventory does not become out-of-date according to Vendor’s standards. Title to all Product will remain with Vendor until such Product is utilized by the applicable Purchaser, and title to other Product will remain with Vendor until the earlier of (i) the time such Product is utilized or accepted by a Purchaser, whichever is later, or (ii) payment by the Purchaser for such Product. Further, Vendor shall replace, at no cost to any Purchaser, any Product in inventory that is opened but unused by such Purchaser. The inventory level for the Products may be changed from time to time only by written amendment to the Letter of Participation and related Facility Service Agreement, executed by authorized signatories of Vendor and Purchaser. Vendor will not overstock Products at a Purchaser’s Facility(ies) in excess of the quantities set forth on a Purchaser’s Facility Service Agreement. A Purchaser reserves the right to treat excess inventory stored by Vendor at such Purchaser’s Facility(ies) as abandoned property. Such Purchaser will give Vendor written notice of any Products it deems abandoned. A Purchaser reserves the right to remove or otherwise destroy abandoned property if not removed by Vendor from the Purchaser’s Facility(ies) within seven (7) days of said notice. Vendor may audit (including a physical inventory) the consignment arrangement during business hours upon 72 hours’ notice to a Purchaser. All audits of the consigned inventory by a Purchaser shall only be conducted in the presence of a representative of such Purchaser’s supply chain department (or similar department). Vendor agrees to abide by other individual Purchaser policies that relate to consignment inventory, which such individual Purchasers shall supply notice of any such policies in writing to Vendor. The parties to this Agreement agree that the terms of this Section 2.13 only apply to Products provided on a consignment basis.

Consignment Inventory. Tutogen shall have the option to consign inventory --------------------- of the Processed Tissues to Sulzer for the benefit of Processed Tissue users in circumstances in which users could not timely obtain the Processed Tissues directly from Tutogen. In no event shall Sulzer acquire title to the consigned Processed Tissues. Sulzer shall ▇▇▇▇ the consigned Processed Tissues as the sole property of Tutogen.

Consignment Inventory. The Buyer may deduct from the Purchase Price (and lower the amounts of the Contingent Deferred Payments accordingly) the cost associated with any consignment inventory for which, as of the Closing Date, no liability has been established on the Company's books and records for a discrepancy between the Company's perpetual inventory and payables records and the records of the Company's consignment vendors, whether resulting from (1) a shortage in consignment inventory or (2) the sale of such merchandise, either occurring prior to the Closing Date. Buyer will notify the Sellers of any such deductions within 90 days after the Closing Date.

Consignment Inventory. The Consignment Inventory, whether now in consignment or hereafter consigned, is and shall remain the property of ▇▇▇▇▇▇▇ until such time as such Consignment Inventory is purchased by Universal from ▇▇▇▇▇▇▇ pursuant to and in accordance with its agreements with ▇▇▇▇▇▇▇ as in effect from time to time, at which time title to the purchased items of Consignment Inventory shall be transferred to Universal. KeyBank shall not have or assert any interest in any Consignment Inventory that has not been purchased by Universal from ▇▇▇▇▇▇▇ pursuant to and in accordance with the aforementioned agreements between Universal and ▇▇▇▇▇▇▇, whether the Consignment Inventory is stored in bonded warehouses or not. For purposes of clarity, any and all goods shipped by ▇▇▇▇▇▇▇ to Universal for which title has not passed to Universal pursuant to and in accordance with Universal’s agreements with ▇▇▇▇▇▇▇ shall be considered Consignment Inventory for purposes of this Agreement. For the avoidance of doubt, if Consignment Inventory becomes proceeds owned by a Borrower, such proceeds are subject to the KeyBank Lien and KeyBank shall have a first and prior security interest with respect to such proceeds.

Consignment Inventory. Borrower has taken all steps necessary, including filing of all necessary UCC-1 financing statements, in order to perfect its ownership of and all other rights in Inventory consigned to third parties, and to protect LENDER's first priority security interest in such consigned Inventory.

Consignment Inventory. After the date hereof, the Buyer shall be responsible for handling all consignment inventory of the Business. The amounts owed to the Sellers with respect to consignment inventory sold prior to the date hereof shall be determined and paid as set forth on Schedule 2.8.

Consignment Inventory. SCHEDULE 1.11 lists all inventory held by Seller on consignment ("Consigned Inventory"). SCHEDULE 1.11 also lists the party on whose behalf the Consigned Inventory is held and the terms and conditions relating thereto. Before the Closing, Seller shall have delivered to Buyer all written agreements relating to the Consigned Inventory and summarized all material terms of any oral agreement relating to the Consigned Inventory on SCHEDULE 1.

Consignment Inventory. Without limiting any of the other terms and provisions hereof, inventory consigned to Borrower by others shall be physically segregated and separately identified as such and shall not be included in any inventory reports provided to GBC, and no Receivables constituting proceeds thereof shall be included in reports of Receivables provided by Borrower to GBC.