Inventory Supply Sample Clauses

Inventory Supply. For a period of twelve full calendar months after the Closing Date, Seller and Parent jointly agree to sell to Purchaser the line of products previously sold by Parent or one of its subsidiaries to Seller in connection with the Business (the "Products") in such quantities as required by the terms of this Agreement. Seller and Parent represent and warrant that the Products will conform to the specifications previously used by Seller for the Products ("Specifications"), provided that, if the Specifications are changed for any Product, Parent shall notify Purchaser at least 30 days in advance and shall provide to Purchaser the customary technical assistance to adapt to such change, and further provided that any changes to such Specifications will not cause the Products to fail to meet quality standards set by Seller prior to the date hereof. Seller shall have the right to request Specifications and quantity requirements from Purchaser prior to filling any order for Products and shall receive written Specifications in advance from Purchaser for any products not previously supplied by Seller or Parent. In the event the Products supplied by Seller meet the written Specifications furnished by Purchaser but do not meet the end customer's specifications, Seller shall have no other obligation to Purchaser therefor and shall be entitled to payment in full for the Products supplied. Should any Products not conform to the Specifications, then Seller and Parent shall, at Purchaser's option, either promptly exchange such Products for conforming Products or take the Products back (without restocking charges) and refund the costs paid by Purchaser for the Products. Seller and Parent shall sell to Purchaser sufficient quantities of the Products to supply the customers of the Business in accordance with past practice, including, but not limited to, the parties to Seller's Customer Inventory Management Agreements which agreements were assigned to Purchaser at Closing. The Products shall be sold to Purchaser at Seller's or Parent's then current inter-company wholesale prices. Purchaser shall have the option, but not the obligation, to purchase the Products from Seller and Parent hereunder. In the event Purchaser requires quantities of any Product used by both the Purchaser and the Seller and such quantity is in excess of pre-Closing purchases of such Product by 10% or reduces the safety stock of such Product of the Seller and Parent below a ninety (90) day inventory, Seller sh...
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Inventory Supply. Upon termination of this Agreement, and for a period of up to [***] after the effective date of such termination, ITEOS will have the right to purchase all of GSK and its Affiliates’ then-current remaining inventory of non-GMP drug substance, and master or working cell banks in each case solely for one or more terminated Licensed Products that are EOS-448 Sole Active Products (for clarity, not including any terminated [***]. If ITEOS makes such purchase, GSK will provide the relevant primary drug substance reference standard, record of analysis, and a summary report describing its characterization. ITEOS will have the right to purchase such remaining non-GMP inventory of such terminated EOS-448 Sole Active Products at a price equal to GSK’s Manufacturing Costs for such inventory, less any amounts previously included in the calculation of Net Profit or Loss prior to termination of this Agreement. In addition, during this period of up to [***], (a) in the case that GSK is itself Manufacturing such terminated EOS-448 Sole Active Products, ITEOS will have the right to order additional (to be newly manufactured) supply of such terminated EOS-448 Sole Active Products at a price equal to GSK’s Manufacturing Costs for such inventory, and (b) in the case that a Third Party is Manufacturing such terminated EOS-448 Sole Active Products under contracts that only relate to such terminated EOS-448 Sole Active Products and that permit the assignment of such contracts to ITEOS, upon ITEOS’s request, GSK will assign to ITEOS (and upon such assignment ITEOS will assume), such contracts.
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Inventory Supply. (a) MedImmune will deliver to Kolltan:
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Inventory Supply 
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Related to Inventory Supply

  • 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.

  • 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.

  • Inventory Records Each Loan Party keeps correct and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ Inventory and the book value thereof.

  • Inventory Reports Within 45 days after the close of each fiscal quarter of Customer, a copy of the Inventory Report (as and to the extent applicable, breaking out Inventory by location, and separately reporting any work in process) of Customer as of the end of such fiscal quarter; and

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

  • 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.

  • Inventory Management Marketer will be responsible for monitoring future ethanol stock levels projected for Owner's plant to facilitate the marketing program established by Marketer.

  • Accounts Receivable; Inventories The accounts and notes receivable which are reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereon, and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of account, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), and are not subject to offsets. The inventories reflected on the Audited and Unaudited Balance Sheets, and thereafter added, as reflected on the Closing Date Balance Sheet, consist of items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) in the ordinary course of business, except for obsolete materials, slow-moving items, materials of below standard quality and not readily marketable items, all of which have been written down to net realizable value or adequately reserved against on the books and records of the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity not usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated at the lower of cost or market.

  • Returns of Inventory No Borrower shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the Ordinary Course of Business; (b) no Default, Event of Default or Overadvance exists or would result therefrom; (c) Agent is promptly notified if the aggregate Value of all Inventory returned in any month exceeds $1,000,000; and (d) any payment received by a Borrower for a return is promptly remitted to Agent for application to the Obligations.

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

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