Distributor Inventory Sample Clauses
The distributor-inventory clause defines the obligations and procedures related to the distributor's management and maintenance of product inventory. Typically, it sets minimum or maximum inventory levels that the distributor must keep, outlines reporting requirements, and may specify how excess or obsolete inventory is handled. This clause ensures that sufficient stock is available to meet demand while preventing overstocking, thereby balancing supply chain efficiency and reducing the risk of unsold goods.
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Distributor Inventory. In the event of any Product Returns (as defined below) during the Return Period (as defined below), Buyer will have the right to purchase from Seller up to all of such Product Returns at a price equal to Seller’s standard cost (i.e., without any markup) pursuant to this Section 6.2. In the event that Seller receives any Product Returns, Seller will notify Buyer in writing, describing in reasonable detail the Products so returned and the applicable cost of such Product; provided, however, in no event will the cost applicable to a Product for the purpose of this Section 6.2 exceed the average sales price for such Product as set forth on Schedule 6.2(a), which will be updated as of the Closing Date, pursuant to Section 6.18 hereof. Promptly but in no event later than 3 business days thereafter, Buyer will tender to Seller a purchase order, in the form set forth on Schedule 6.2(b), for the specific amount of Product Returns that it desires to purchase pursuant to this Section 6.2. All other terms and conditions of such purchase and sale will be as set forth in the purchase order. In the event that Buyer elects to purchase less than all Products Returns pursuant to this Section 6.2, Seller may sell to another Person any such Product Returns that Buyer has elected not to purchase. For purposes of this Section 6.2, the term “Product Returns” means any Distributor Inventory that (A) is returned to Seller within the prescribed time period (which in any event will not exceed 180 days after the Closing Date) (the “Return Period”) in accordance with a written Contract between Seller and its distribution partner(s) in effect on the date hereof that permits such distribution partner to return any Product as a direct result of the characterization of the Contemplated Transactions as a “Change of Control” and the distribution partner identifies such a “Change of Control” as the reason for the return, (B) is made through authorized sales and distribution channels after the Closing Date, and (C) is in suitable and customary condition for sale within the industry that the Business operates. Buyer expressly agrees not to intentionally take any action or intentionally cause any other Person to take any action which would materially impede, circumvent, interfere with or otherwise materially and adversely affect Seller’s distributors in the sale of Products from such distributors’ inventory, including with respect to any distributor’s sale of Products to its customers, during th...
Distributor Inventory. (a) Immediately prior to the Closing, Seller shall repossess or repurchase from Avnet, Inc. and its Affiliates (collectively, “Avnet”) all Distributor Inventory then held by or for Avnet, whether or not paid for by Avnet. At the Closing, Seller shall deliver all such repurchased Distributor Inventory to Purchaser as part of the Acquired Assets and Purchaser shall reimburse Seller in an amount equal to: (i) the book value of such Distributor Inventory less any (ii)(x) distributor price adjustments and (y) known returns of such Distributor Inventory as of the Closing Date. Within two Business Days after the Closing, Seller shall furnish to Purchaser a schedule of all Distributor Inventory repossessed or repurchased from Avnet pursuant to this Section 5.17 and all Distributor Inventory that, as of the Closing, continued to be held by or for Avnet, if any.
(b) After the Closing Date, Seller shall use reasonable efforts to repossess or repurchase from Arrow Electronics and its Affiliates (collectively, “Arrow Electronics”) any Distributor Inventory then held by Arrow Electronics, whether or not paid for by Arrow Electronics. Upon the repossession or repurchasing of such inventory from Arrow Electronics, Seller shall deliver all such repurchased Distributor Inventory to Purchaser and Purchaser shall reimburse Seller for the sales price less distributors’ commissions for such repurchased inventory. To the extent that Arrow Electronics retains any Distributor Inventory, any amounts paid by Arrow Electronics for such retained Distributor Inventory shall be retained by Seller and shall constitute Excluded Assets and shall not be deemed to be Acquired Assets, and the parties agree that, notwithstanding anything to the contrary set forth in this Agreement or the License Agreement, the receipt by Seller of, or any reasonable or customary actions taken by Seller to collect or facilitate collection of, such amounts paid in connection with such retained Distributor Inventory shall not constitute a violation of any restriction or obligation set forth in this Agreement or the License Agreement, including without limitation Section 5.4(a) of this Agreement.
Distributor Inventory. Section 3.12 of the Seller Disclosure Schedule sets forth an accurate and complete list (in each case as of the date of this Agreement) of: (i) each distributor, reseller or distributor channel, whether third party or not, associated with the Products (collectively, “Distributors”); (ii) each agreement with a Distributor; and (iii) the type of inventory of Products held by each Distributor in its inventory. As of the date of this Agreement, the aggregate value of Product inventory held by all Distributors does not exceed $100,000. There are no outstanding rights of return in favor of any Distributor. Seller has not received any written notice or other written communication indicating that any of the Distributors intends to cease buying Products from or reselling Products of Seller or otherwise materially reduce the volume of business transacted by such Distributor with Seller below the level of purchases during the fiscal year ended June 30, 2002, and Seller otherwise has no Knowledge that any such Distributor intends to do so (it being understood that Seller has not made any specific inquiry of any such Distributor as to whether such Distributor has such intent).
Distributor Inventory. Immediately prior to the Closing, Seller shall repossess or repurchase from its distributors all Distributor Inventory then held by or for such distributors, whether or not paid for by such distributors. At the Closing, Seller shall deliver all such repurchased Distributor Inventory to Purchaser as part of the Acquired Assets and Purchaser shall reimburse Seller for the sales price less distributors’ commissions for such repurchased Distributor Inventory . Within one Business Day after the Closing, Seller shall furnish to Purchaser a schedule of all Distributor Inventory repossessed or repurchased pursuant to this Section 5.17 and all Distributor Inventory that, as of the Closing, continued to be held by or for such distributors.
Distributor Inventory. Distributor agrees to maintain a minimum of five (5) days, but a maximum of fifteen (15) days, of inventory of the Products at all times, except that Distributor will not be held accountable for shortages created by Supplier.
Distributor Inventory. Until all Inventory held by any distributor of the Products is returned to the Purchaser, the Seller shall not pay any amounts owing to any such distributor. If by September 30, 2013, such distributors shall have failed to return to the Purchaser $122,000 or more in the aggregate of good, saleable Inventory, then within ten (10) Business Days of such date, the Seller shall pay to the Purchaser the difference between $122,000 and the value of good, saleable Inventory returned. Purchaser shall use commercially reasonable efforts to have all Inventory held by any distributor returned prior to September 30, 2013. Inventory that Purchaser elects in its sole discretion to have remain in any hospital or doctor’s office shall be deemed returned to Purchaser for purposes of this Section 5.15. The determination of the Inventory returned or returnable pursuant to this Section 5.15 shall be made without giving effect to the right of Purchaser in Section 1.2(A) to deem any Assets to be Excluded Assets following the Closing.
Distributor Inventory. Upon notice of termination of this Agreement, Distributor will furnish ▇▇▇▇▇▇ Nutrition with an itemized list of its inventory of all Licensed Products by SKU's, and of all packaging, advertising, promotional and other materials bearing any of the Marks, wherever located. ▇▇▇▇▇▇ Nutrition may make an inspection of such inventory. Within forty-five (45) days after the effective date of termination, ▇▇▇▇▇▇ Nutrition will purchase (a) all of Distributor's saleable and unopened inventories of Licensed Products with at least six months of shelf-life remaining, which are in good and merchantable condition, in the reasonable opinion of ▇▇▇▇▇▇ Nutrition, at Distributor's floor cost plus agreed handling costs, not to exceed One Dollar ($1.00) per case, and (b) all other inventories of visible materials related to the Licensed Products that cannot otherwise be utilized by the Distributor, at ▇▇▇▇▇▇ Nutrition’s net book value.
Distributor Inventory. Upon termination of this Agreement, Distributor will furnish Havoc with an itemized list of its inventory of Products by Items, and of packaging, advertising, promotional and other materials bearing any of the Trademarks, wherever located. Havoc may inspect such inventory. Havoc will, within 30 business days from the effective date of termination, purchase all of Distributor's inventories of Products at Distributor's hard cost.