Carcasses Sample Clauses

Carcasses. (a) Purchaser shall provide Kodak with Carcasses sufficient to permit Kodak to deliver to Purchaser on a timely basis Equipment and Accessories produced using the Manufacturing Processes requested by Purchaser pursuant to Section 4.3(a). All transportation costs and related expenses associated with the delivery of Carcasses to Kodak under this Agreement shall be borne by Purchaser. In addition, Purchaser shall reimburse Kodak for all transportation costs and related expenses associated with the transport by Kodak to its Tijuana Factory of Carcasses delivered in the United States to Kodak by Purchaser under this Agreement; provided, however, that Purchaser and Kodak agree to meet and review this arrangement on or after the first anniversary of the Effective Date for the purpose of identifying mutually beneficial alternatives. Title to, and risk of loss of, Carcasses provided to Kodak pursuant to this Section 4.7(a) and stored by Kodak pursuant to Section 4.7(f) shall remain with Purchaser at all times. (b) Kodak shall only have an obligation to use the Manufacturing Processes scheduled by Purchaser pursuant to Section 4.3 if Purchaser delivers to Kodak Carcasses of a quality and completeness suitable for use in the Manufacturing Process requested by Purchaser; it being understood that Purchaser shall provide Kodak with a similar distribution of usable Carcasses as Kodak generally obtained prior to the Closing. (c) Purchaser and Kodak shall meet on no less than a quarterly basis to discuss their requirements for Carcasses and mutually agree on the number of Carcasses to be retained or disposed of by Purchaser under this Section 4.7(c). In the event that Purchaser owns or purchases Carcasses in excess of those required for it to satisfy its obligations under Section 4.7(a) and wishes to dispose of such excess, Purchaser shall provide Kodak a right exercisable within 30 days after notice from Purchaser to purchase any or all of such excess Carcasses at a price (i) in the case of Carcasses to be used for strip and salvage, equal to the fair market value of the Spare Parts "as is" salvageable from such Carcass, and (ii) in the case of Carcasses to be used as the foundation for Equipment to be manufactured by Kodak and sold under an OEM-Out Agreement, the value of such Carcass used in the preparation of the prices set forth in Exhibit A. In the event that Kodak declines to exercise its right of first refusal, Purchaser may sell such Carcasses to any other Person....