Inventory Price Clause Samples

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Inventory Price. The Inventory Price shall be determined by taking a physical count of the good and saleable inventory of the Business as of the date immediately preceding the Closing Date and applying the valuation methodology set forth on the attached EXHIBIT 6. Representatives of Seller and Buyer shall jointly conduct the physical count of the inventory of the Business, to be evaluated by Buyer according to the provisions of this Agreement. Any costs which are payable to third parties related to the physical count of inventory shall be shared equally by Buyer and Seller.
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Inventory Price. For purposes of determining the "Inventory Price," all good and usable Raw Materials and Packaging Materials will be valued at the lower of cost or current market value as of the Closing Date; the salable Finished Goods will be valued at Seller's manufacturing division wholesale prices, as listed on Schedule 2.3, less 25%. The phrase "good and usable Raw Materials and Packaging Materials" means materials in quantities reasonably required for the conduct of the Business and sufficiently fresh for use in the production of the Products by Buyer following the Closing Date. The phrase "salable Finished Goods" means goods that are of sufficient quality and freshness for sale to Seller by Buyer following the Closing Date under the terms of the Product Supply Agreement attached hereto as Exhibit D. Raw Materials and Packaging Materials which are not good and usable, if any, and Finished Goods which are not salable, if any, shall be identified during the pre-Closing inventory and shall be retained by Seller.
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Inventory Price. Buyer and Seller shall jointly examine the Inventory located at each Facility promptly after the Closing and shall agree on which items of such Inventory shall be acquired by Buyer on a consignment basis (such agreed Inventory, the "Opening Inventory"). Buyer and Seller shall use their best, good faith efforts to agree upon the value of the items comprising the Opening Inventory (the "Opening Inventory Values") within three Business Days following the Closing. Buyer shall acquire the Opening Inventory, and as consideration therefore Buyer shall pay Seller an aggregate amount equal to the Opening Inventory Values, in each case subject to the conditions and at the times set forth in this Section 2.
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Inventory Price. Access shall purchase all Inventory held by Block as of the earlier of the expiration or termination of the Transition Period, which shall be determined based on an actual physical count of such Inventory, for a price equal to * U.S. Dollars (US$ * ) per dozen of 5 gram tubes of Finished Goods (the "Inventory Price"). The aggregate Inventory Price shall be delivered to Block by Access in full within ten (10) days of the expiration or termination of the Transition Period. In addition to Access' payment to Block of the aggregate * - Confidential portions have been omitted and are on file separately with the Commission. Inventory Price, Access shall reimburse Block for fifty percent (50%) of the shipping/transportation costs of such Inventory, including, without limitation, insurance, freight and duties, from the Plant or wherever such Inventory is stored by Block to the location designated by Access, which amount shall be payable by Access within ten (10) days after Access' receipt of an invoice from Block for such shipping/transportation costs, the total of amount of which invoice shall not be greater than one hundred twenty five percent (125%) of the amount reflected on the estimate described below. Prior to Block shipping/transporting any Inventory as provided in this Section 3.2 or in Section 11.3(a), Block shall forward to Access a reasonably detailed estimate of such shipping/transportation costs, which estimate shall be accepted by Access in writing to Block. The Parties agree that neither Block nor any of its Affiliates shall be obligated to ship or otherwise transport the Inventory to Access as provided in this Section 3.2 or in Section 11.3(a) prior to Block's receipt from Access of Access' written acceptance of the estimate referenced herein.
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Inventory Price. PROTECTION During the term of this Addendum, MS shall grant CUSTOMER a price adjustment against Product price reductions made by MS, which price reductions are made on an indefinite basis, on all CUSTOMER's inventory which CUSTOMER reports as in its inventory as of the day of the reduction. Such price adjustment shall be in the form of a Purchase Credit equal to the difference between the lowest price paid by CUSTOMER during the six (6) months prior to the price reduction and the reduced price, and shall be paid no later than thirty (30) days after CUSTOMER provides proof of inventory. Special temporary prices and promotional offerings, which may include price reductions or free goods, shall not be considered a price reduction to which this Section applies. 5. CUSTOMER AND MS OBLIGATIONS 5.1 PRICE SCHEDULE CUSTOMER prices are set forth on the CUSTOMER Price List attached hereto as Schedule B. MS may modify the CUSTOMER Price List at any time upon thirty (30) days written notice to CUSTOMER. MS may offer, without prior notice, temporary "special" prices on any or all Product.
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Inventory Price 
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Related to Inventory Price

  • Eligible Inventory For purposes of this Agreement, Eligible Inventory shall exclude any Inventory to which any of the exclusionary criteria set forth below applies. The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Inventory from time to time in its reasonable credit judgment. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Original Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust the applicable advance rate with respect to Eligible Inventory, in its reasonable credit judgment, subject to the approval of the Supermajority Lenders in the case of adjustments, new criteria, changes in the applicable advance rate or the elimination of Reserves which have the effect of making more credit available. Eligible Inventory shall not include any Inventory of Borrower or any Borrowing Base Guarantor that: (i) the Collateral Agent, on behalf of Secured Parties, does not have a first priority and exclusive perfected Lien on such Inventory; (ii) is not located on premises in United States or Canada; (iii) (A) is located on premises leased by Borrower or a Borrowing Base Guarantor, unless (x) at such location the aggregate value of Inventory exceeds $250,000, and (y) either (1) a reasonably satisfactory Landlord Lien Waiver and Access Agreement has been delivered to the Collateral Agent, or (2) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto or (B) is stored with a bailee or warehouseman where the aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably satisfactory, acknowledged bailee waiver letter has been received by the Collateral Agent or (y) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto, or (C) is located at an owned location subject to a mortgage in favor of a lender other than the Collateral Agent where the aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably satisfactory mortgagee waiver has been delivered to the Collateral Agent or (y) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto; (iv) is placed on consignment (other than Eligible Consigned Inventory); (v) is covered by a negotiable document of title, unless such document has been delivered to the Collateral Agent with all necessary endorsements, free and clear of all Liens except those in favor of the Collateral Agent and the Lenders and landlords, carriers, bailees and warehousemen if clause (iii) above has been complied with; (vi) is to be returned to suppliers; (vii) is obsolete, unsalable, shopworn, seconds, damaged or unfit for sale; (viii) is slow moving (in excess of 1-year supply); (ix) consists of display items, samples or packing or shipping materials, manufacturing supplies or replacement parts (it being understood that Eligible Inventory shall not exclude work-in-process Inventory if it is not excluded in accordance with other criteria set forth herein, unless otherwise determined by the Administrative Agent in its reasonable credit judgment); (x) is not of a type held for sale in the ordinary course of Borrower’s or any Borrowing Base Guarantor’s, as applicable, business; (xi) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (xii) consists of Hazardous Material or goods that can be transported or sold only with licenses that are not readily available; (xiii) is not covered by casualty insurance maintained as required by Section 5.04; (xiv) consists of custom made Inventory which is not saleable to any other customer or in ordinary course; (xv) is in transit; or (xvi) is subject to any licensing arrangement the effect of which would be to limit the ability of Collateral Agent, or any Person selling the Inventory on behalf of Collateral Agent, to sell such Inventory in enforcement of the Collateral Agent’s Liens, without further consent or payment to the licensor or other.

  • Inventory To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

  • WARRANTY-PRICE A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase.

  • Supply Price The price payable by SAVIENT to NOF for the Activated PEG manufactured and supplied by NOF pursuant to SAVIENT’s Firm Orders (“Supply Price”) shall be as set out in Exhibit C, and the price for each order shall be calculated based on SAVIENT’s total Forecast for the Year in which the order is placed regardless of whether NOF shall complete delivery in the Year in which it is ordered. By way of example, if SAVIENT’s Forecast for a particular Year is for [**] kg of the Activated PEG, then orders placed during that Year will be charged at US$[**]/Kg. If at the end of any Year actual orders purchased by SAVIENT do not fall within the applicable quantity range of the original Forecast, then the Price for the Activated PEG purchased during that Year shall be adjusted to reflect that actual volume of Activated PEG purchased by SAVIENT, provided, however, if the actual amount purchased by SAVIENT is less than Forecasted due to [**], then the Price for the Activated PEG purchased by Savient shall be based on [**]. Upon adjustment, if necessary, either SAVIENT shall pay to NOF or NOF shall credit to SAVIENT, as applicable, the balance based on the said adjustment. Any amounts owing by SAVIENT to NOF pursuant to this provision shall be remitted within [**] days of the SAVIENT’s receipt of a reconciliation statement which sets forth in specific detail the amounts purchased by SAVIENT during the Year in question; any credits owing by NOF to SAVIENT shall be applied to [**]. Provided, however, that SAVIENT shall pay to NOF only such amount as corresponds with the amount of Activated PEG which is actually delivered to SAVIENT or SAVIENT’S designee pursuant to the terms of this Agreement.

  • Merchantable Inventory All Inventory is in all material respects of good and marketable quality, free from all material defects, except for Inventory for which adequate reserves have been made.