Inventory Price Sample Clauses

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 2.4.3. Buyer shall pay to Seller within ten Business Days after the end of each of the first five months following the Closing Date for Opening Inventory consumed or sold by Buyer during the preceding month an amount based on the Opening Inventory Values of such Opening Inventory. Buyer shall consume or sell such Opening Inventory on a priority basis in respect of sales to the customers of the Business in order to enable Seller to receive payment for the Opening Inventory at the earliest reasonably possible date, provided that all such Opening Inventory in Seller's possession at Closing shall be paid for by Buyer not later than 180 days from the Closing Date. Buyer may request Seller to purchase additional quantities of products from Seller's current suppliers in order to facilitate the sale of Inventory, and Seller shall comply with such requests, provided that Buyer shall remit payment to Seller for such additional products in accordance with the terms offered by Seller's supplier. For greater certainty, all Inventory not included in the Opening Inventory shall not be purchased by Buyer and shall be removed from the Facilities by Seller within 30 days from the Closing Date and disposal thereof shall be Seller's responsibility.
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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. 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. 5.2
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Inventory Price 
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Related to Inventory Price

  • Inventory Adjustment (a) No more than three (3) days prior to Closing, a physical count of all saleable inventory, raw materials, castings, grates and other ancillary products included in the Seller Assets (the “Closing Inventory”) shall be carried out at the Designated Plants by representatives of each of the Seller and the Purchaser, which physical count shall be carried out in a manner mutually agreed upon by the parties. For the purposes of this Section 3.1(a), “saleable” inventory shall mean (i) finished goods, which are of first quality and saleable in the ordinary course without discount, and (ii) all raw materials, castings, grates and other ancillary products that are useable in the production of pipe and precast products or otherwise suitable for resale, unless obsolete, damaged or cosmetically impaired. The representatives of each of the Purchaser and the Seller shall attempt, in good faith, to resolve any disputes which may arise during the physical count of the inventory. Upon completion of the physical count of the inventory, the representatives of each of the Seller and the Purchaser shall agree upon and execute a statement setting forth either (i) the final physical count of the inventory in the event that the representatives agree on such final physical count or (ii) the final physical count of the inventory of each of the Seller and the Purchaser in the event that the representatives were unable to resolve in good faith any disputes during the physical inventory count, noting such items of dispute (the “Disputed Seller Inventory Items”) therein. The value of Closing Inventory shall be determined in accordance with the Inventory Methodology. In the event that there are any Disputed Seller Inventory Items, such Disputed Seller Inventory Items shall be resolved following the Closing pursuant to the dispute resolution procedures set forth in Section 3.2 and the final physical count agreed to by the parties or resolved pursuant to Section 3.2 shall be final and binding on the parties, including for purposes of determining the Closing Inventory. (b) No later than 90 days after the Closing Date (or if such day is not a Business Day, the next Business Day), the Purchaser shall deliver to the Seller a certificate executed by the

  • Eligible Inventory As to each item of Inventory that is identified by any Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory.

  • 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.

  • Accounts and Inventory Each Account or item of Inventory which Borrower shall, expressly or by implication, request Lender to classify as an Eligible Account or as Eligible Inventory, respectively, shall, as of the time when such request is made, conform in all respects to the requirements of such classification as set forth in the respective definitions of "Eligible Account" and "

  • Merchantable Inventory All Inventory is in all material respects of good and marketable quality, free from all material defects.

  • Inventory and Supplies Administrator shall order, purchase and provide to the Group on a timely basis inventory and supplies, and such other ordinary, necessary or appropriate materials which are requested by the Group and which the Group shall reasonably determine to be necessary in the operation of the Practice on the same terms commercially available to Administrator. Such inventory, supplies and other materials shall be included in Practice Expenses at their cost to Parent or Administrator, as the case may be.

  • Inventories The Operator shall maintain detailed records of Controllable Material.

  • Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

  • As to Equipment and Inventory The Grantor hereby agrees that it shall

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