Common use of Transfer of Inventory Clause in Contracts

Transfer of Inventory. In consideration of the Termination Payment and the other agreements provided in this Termination Agreement, as of the date of this Termination Agreement, CRC and TIS hereby sell, transfer and assign to Inter*Act all right, title and interest in and to the inventory described on Exhibit 'B' hereto (the 'Excess Inventory'). the Excess Inventory shall not be subject to the terms and conditions of the Kiosk Agreement, but shall be subject to the terms of this Section 3. The Excess Inventory shall be delivered to Inter*Act at TIS's manufacturing site at a date and time specified by Inter*Act within two (2) weeks form the date hereof. TIS and CRC agree to assemble the Excess Inventory in a segregated area of TIS's manufacturing site, to make the Excess Inventory available to Inter*Act so that Inter*Act may inspect and count the Excess Inventory and prepare the Excess Inventory for shipment, and to otherwise cooperate with Inter*Act (and Inter*Act's designated employees or agents) with respect to the assembly and shipment of the Excess Inventory. Shipment of the Excess Inventory shall be Inter*Act's responsibility, at Inter*Act's expense. In the event the Excess Inventory made available to Inter*Act for shipment under this Termination Agreement fails to contain any of the items described in Exhibit 'B' or any items in Exhibit 'B' constitute Damaged Excess Inventory, Inter*Act shall have the right to set off, against any outstanding payments due under the Promissory Note, the dollar value of such missing Excess inventory and the Damaged Excess Intentory (collectively the 'Nonconforming Excess Inventory') if such dollar value exceeds $5,000. For purposes of this Termination Agreement, 'Damaged Excess Inventory' means Excess Inventory that appears, in the best judgment of the managerial representative of each of Inter*Act and TIS, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, to have been damaged while under the control of TIS or CRC, as the Case may be, and which damage is not covered by a warranty in effect at the same time of inspection. Both of such representatives shall be authorized by their employers to exercise such judgment in good faith. The dollar value of the Nonconforming Excess Inventory shall be calculated based on the book value of such Nonconforming Excess Inventory shown of TIS's or CRC's books and financial records, which TIS or CRC, as the case may be, shall make available to Inter*Act for purposes of determining the value of the Nonconforming Excess Inventory.

Transfer of Inventory. In consideration (a) Section 2.1(b)(i) of the Termination Payment Agreement is hereby amended and restated in its entirety as follows: (i) All Inventory of the other agreements provided in this Termination Agreement, Asset Selling Affiliates as of the date Closing Date (collectively, the “Purchased Inventory”); provided, however, that the Purchaser may not acquire possession of this Termination Agreementthe Purchased Inventory located at the Houten, CRC Netherlands and TIS Florence, Italy facilities until after Closing;” (b) Section 2.4(a) of the Agreement is hereby sell, transfer amended and assign to Inter*Act restated in its entirety as follows: (i) all right, title and interest in and other Liabilities of the Asset Selling Affiliates to the inventory described on Exhibit 'B' hereto extent relating to the Purchased Assets (the 'Excess Inventory'including those reflected in Closing Net Working Capital). For the Excess Inventory shall not be subject to avoidance of doubt, the terms and conditions of the Kiosk Agreement, but shall be subject to the terms of this Section 3. The Excess Inventory shall be delivered to Inter*Act at TIS's manufacturing site at a date and time specified by Inter*Act within two (2) weeks form the date hereof. TIS and CRC agree to assemble the Excess Inventory in a segregated area of TIS's manufacturing site, to make the Excess Inventory available to Inter*Act so that Inter*Act may inspect and count the Excess Inventory and prepare the Excess Inventory for shipment, and to otherwise cooperate with Inter*Act Purchaser (and Inter*Act's designated employees or agentsits Designated Affiliates) bear all Liabilities and risk of loss with respect to the assembly Purchased Inventory located at the Houten, Netherlands and shipment Florence, Italy facilities as of and from the Excess Closing;” (c) The Purchaser has requested that certain Inventory be delivered by the Sellers (or applicable Selling Affiliates or Acquired Companies) to the Purchaser’s (or its Affiliate’s) facility in Munich, Germany prior to Closing (the “Pre-Delivered Inventory”). Shipment The parties hereby acknowledge and agree as follows: (i) while legal title in the Pre-Delivered Inventory will not transfer (directly or indirectly) to Purchaser or the applicable Designated Affiliates until Closing, the Purchaser (and its Designated Affiliates) shall bear all Liabilities and risk of loss with respect to the Excess Pre-Delivered Inventory as of and from the date of delivery to Purchaser’s (or its Affiliate’s) facility in Munich, Germany; and (ii) if Closing does not occur, Purchaser shall be Inter*Act's responsibilityreturn such Pre-Delivered Inventory to Sellers (or the applicable Selling Affiliates or Acquired Companies), at Inter*Act's expense. In the event the Excess Inventory made available to Inter*Act for shipment under this Termination Agreement fails to contain any Purchaser’s cost and, upon completion of the items described in Exhibit 'B' or any items in Exhibit 'B' constitute Damaged Excess Inventory, Inter*Act shall have the right to set off, against any outstanding payments due under the Promissory Notesuch delivery, the dollar value terms of sub-paragraph (i) above shall no longer apply to such missing Excess inventory and the Damaged Excess Intentory (collectively the 'Nonconforming Excess Inventory') if such dollar value exceeds $5,000. For purposes of this Termination Agreement, 'Damaged Excess Inventory' means Excess Inventory that appears, in the best judgment of the managerial representative of each of Inter*Act and TIS, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, to have been damaged while under the control of TIS or CRC, as the Case may be, and which damage is not covered by a warranty in effect at the same time of inspection. Both of such representatives shall be authorized by their employers to exercise such judgment in good faith. The dollar value of the Nonconforming Excess Inventory shall be calculated based on the book value of such Nonconforming Excess Inventory shown of TIS's or CRC's books and financial records, which TIS or CRC, as the case may be, shall make available to Inter*Act for purposes of determining the value of the Nonconforming Excess returned Pre-Delivered Inventory.

Transfer of Inventory. In consideration of (a) Starting at the Termination Payment Closing Time and the other agreements provided in this Termination Agreement, effective as of the date of this Termination AgreementClosing Time, CRC and TIS hereby sell, transfer and assign to Inter*Act all right, title and interest in and to the inventory described on Exhibit 'B' hereto (the 'Excess Inventory'). the Excess Inventory shall not be subject to the terms and conditions authorized representatives of the Kiosk Agreement, but parties shall be subject to perform the terms of this Section 3. The Excess Inventory shall be delivered to Inter*Act at TIS's manufacturing site at a date following functions for all motor vehicles that were checked and time specified by Inter*Act within two (2) weeks form the date hereof. TIS and CRC agree to assemble the Excess Inventory in a segregated area of TIS's manufacturing site, to make the Excess Inventory available to Inter*Act so that Inter*Act may inspect and count the Excess Inventory and prepare the Excess Inventory for shipment, and to otherwise cooperate with Inter*Act (and Inter*Act's designated employees or agents) with respect to the assembly and shipment of the Excess Inventory. Shipment of the Excess Inventory shall be Inter*Act's responsibility, at Inter*Act's expense. In the event the Excess Inventory made available to Inter*Act for shipment under this Termination Agreement fails to contain any of the items described in Exhibit 'B' or any items in Exhibit 'B' constitute Damaged Excess Inventory, Inter*Act shall have the right to set off, against any outstanding payments due under the Promissory Note, the dollar value of such missing Excess inventory and the Damaged Excess Intentory (collectively the 'Nonconforming Excess Inventory') if such dollar value exceeds $5,000. For purposes of this Termination Agreement, 'Damaged Excess Inventory' means Excess Inventory that appears, placed in the best judgment care of the managerial representative of each of Inter*Act and TIS, ▇▇▇ ▇▇▇Seller: (i) ▇▇▇▇ all motor vehicles with a sticker to tape; (ii) prepare an inventory of such vehicles ("INVENTORIED VEHICLES") indicating the check number applicable thereto; and ▇▇▇▇ ▇▇▇▇▇(iii) transfer control of the Inventoried Vehicles to an authorized representative of Buyer and secure a receipt for the Inventoried Vehicles. Thereafter, Buyer shall be responsible for the Inventoried Vehicles. (b) Starting at the Closing Time and effective as of the Closing Time, authorized representatives of Buyer and Seller shall take inventory of (i) all baggage, suitcases, luggage, valises and trunks of hotel guests checked or left in the care of Seller and (ii) all luggage or other property of guests retained by Seller as security for unpaid accounts receivable not included in the Property; provided, however, that no such baggage, suitcases, luggage, valises or trunks shall be opened. Except for the property referred to in (ii) above, which shall be removed from the Premises by Seller prior to the Closing Date, all such baggage and other items shall be sealed in a manner to be agreed upon by the parties and listed in an inventory prepared and signed jointly by representatives of Buyer and Seller promptly following the Closing Time. Buyer shall be responsible from and after the Closing Time for all baggage and other items listed in such inventory and, where the seals have been broken, for the contents thereof. Seller shall be responsible for said contents if the seals have not been broken and for all luggage or other property of guests not listed on such inventory or retained by Seller as security for unpaid accounts receivable not included in the Property. By conveying the Property to Buyer on the Closing Date, Seller shall be deemed, without further action, to have been damaged while assigned any storage, warehouse or innkeepers Liens it may have under applicable Law. (c) Not later than thirty (30) days prior to Closing, Seller shall use reasonable best efforts to send a notice by certified mail to the control last known address of TIS or CRCeach person who has stored personal property in safe deposit boxes located at the Hotel, as advising them that they must make arrangements with Buyer to continue use of their safe deposit box and that if they should fail to do so within fifteen (15) days after the Case may bedate such notice is sent, the box will be opened in the presence of a representative of Seller, a representative of Buyer, and which damage is not covered by a warranty Notary Public commissioned in effect at the same time State of inspection. Both Nevada; and the contents of such box will be sealed in a package by the Notary Public, who shall write on the outside the name of the person who rented the safe deposit box and the date of the opening of the box in the presence of the representatives of Seller and Buyer. The Notary Public and the representatives of Seller and Buyer shall then execute a certificate reciting the name of the person who rented the safe deposit box, the date of the opening of the box and a list of its contents. The certificate shall be authorized placed in the package and a copy of it sent by their employers certified mail to exercise such judgment in good faiththe last known address of the person who rented the safe deposit box. The dollar value of the Nonconforming Excess Inventory package will then be placed in a vault arranged by Buyer. As provided in Section 12, Seller shall be calculated based responsible for and indemnify Buyer against claims of alleged missing items not contained on the book value certificate, and Buyer shall be responsible for and indemnify Seller against claims of such Nonconforming Excess Inventory shown of TIS's or CRC's books and financial records, which TIS or CRC, as alleged missing items listed on the case may be, shall make available to Inter*Act for purposes of determining the value of the Nonconforming Excess Inventorycertificate.