Common use of Consigned Inventory Clause in Contracts

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 Buyer delivers to a customer additional Consigned Inventory to replace Warranty Inventory, such additional Consigned Inventory shall be deemed sold for purposes of this Section 2.7. (f) Seller and its representatives and advisors shall have the right to audit the Consignment Report and related remittance provided pursuant to clauses (b) and (c) above and, upon reasonable notice during normal business hours, to conduct a physical inventory of the Consigned Inventory, provided Buyer shall only be required to provide access for one such physical inventory during any six-month period. (g) If, after the eighteen (18) month anniversary of the Closing Date, any Consigned Inventory remains in Buyer’s possession, title to such remaining Consigned Inventory shall be transferred to Buyer, at no cost to Buyer, and Buyer shall have no further obligations pursuant to this Section 2.7, other than to remit any amounts due to Seller for sales or transfers of Consigned Inventory that occur prior to the eighteen (18) month anniversary of the Closing Date.

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 Buyer delivers to a customer additional Consigned Inventory to replace Warranty Inventory, such additional Consigned Inventory shall be deemed sold for purposes of this Section 2.7. (f) Seller and its representatives and advisors shall have the right to audit the Consignment Report and related remittance provided pursuant to clauses (b) and (c) above and, upon reasonable notice during normal business hours, to conduct a physical inventory of the Consigned Inventory, provided Buyer shall only be required to provide access for one such physical inventory during any six-month period. (g) If, after the eighteen (18) month anniversary of the Closing Date, any Consigned Inventory remains in Buyer’s 's possession, title to such remaining Consigned Inventory shall be transferred to Buyer, at no cost to Buyer, and Buyer shall have no further obligations pursuant to this Section 2.7, other than to remit any amounts due to Seller for sales or transfers of Consigned Inventory that occur prior to the eighteen (18) month anniversary of the Closing Date.