Inventory Sales. Seller has been engaged in the construction and sale of homes, town homes, and condominium units on the MPR Property. Buyer shall have no liability or responsibility for warranty claims (actual or alleged), defects (actual or alleged) or by any other claim or matter arising from the construction or sale of such homes, town homes, or condominium units.
Inventory Sales. Barudan shall sell to Distributor, Products in amounts sufficient to permit Distributor to meet its obligations to its customers (subject to the provisions of Section 3(f) hereof) and at prices established in Section 6(a).
Inventory Sales. The parties hereto agree that if Purchaser’s revenue from sales of the Inventory is less than the Minimum Inventory Sales Amount, and provided that Purchaser has used Company’s customary sales methods and business practices. Company shall pay Purchaser the difference between (i) Purchaser’s revenue from sales of the Inventory and (ii) the Minimum Inventory Sales Amount. If Purchaser’s revenue from Inventory sales in any month or portion thereof following Closing is less than one hundred and twenty-four percent (124%) of the portion of the Closing Date Inventory Amount allocable to such Inventory, Purchaser shall deliver written notice to the Escrow Agent and Company specifying the amount of the deficiency, and the Escrow Agent shall pay such amount out of the Escrow Fund to Purchaser within five (5) Business Days after Purchaser’s notice in accordance with the terms of the Escrow Agreement. In the event that the Escrow Fund is insufficient to cover the full amount to be paid to Purchaser pursuant to this Section 6.3, then the Escrow Agent shall distribute the entire Escrow Fund to Purchaser as provided in the Escrow Agreement, and Company shall have no obligation to pay any amount of the deficiency to Purchaser (other than the amount held in the Escrow Fund).
Inventory Sales. Purchaser shall use its reasonable commercial efforts, at Purchaser's expense, to distribute, market and sell the Inventory, for Seller's account, for 48 months following the Closing Date. With respect to any proposed sales of Inventory below Seller's Cost, to the extent Seller's consent is required pursuant to Section 2.7(a)(ii), Seller agrees that such consent will not be unreasonably withheld. As security for Purchaser's Additional Inventory Payment obligations to Seller, Purchaser will grant to Seller a security interest in the Inventory at the Closing pursuant to a security agreement, a form of which is attached hereto as Exhibit C. Purchaser agrees to pay, and to hold Seller harmless from, any sales, use, excise, import or export or similar tax or duty, resulting from the sale of the Inventory, as well as the collection on withholding thereof, including penalties or interest, as well as any costs associated with the collection or withholding thereof, and all license fees and similar fees levied upon sales of such Inventory. Purchaser will be responsible for all support and fulfillment obligations resulting from the sale of Inventory. Purchaser will conspicuously inform (including in such manner as Seller may reasonably designate) all customers that they must direct to Purchaser all support and maintenance inquiries concerning any of the Inventory.
Inventory Sales. Barudan shall sell to W&G, Products in amounts sufficient to permit W&G to meet its obligations to its customers (subject to the provisions of Section 2(f) hereof) and at prices established in Section 4.
