Miscellaneous Inventory Clause Samples

Miscellaneous Inventory. Notwithstanding the preceding sections of this Section 2.4, the parties agree that at the Closing, Olympus will purchase from Carsen and Carsen will sell, transfer and assign to Olympus, Carsen’s inventory of Olympus-brand products as of the Effective Date that were obtained by Carsen in its normal course of business as trade-in equipment and for which Carsen’s books and records reflect a zero dollar ($0.00) net book value (such trade-in equipment hereinafter “Miscellaneous Inventory”). The Miscellaneous Inventory as of the date hereof is listed on Schedule 2.4.5. The purchase price for the Miscellaneous Inventory listed on Schedule 2.4.5 is US$285,000. Olympus acknowledges that in the normal course of Carsen’s business Carsen may be obligated to transfer to customers certain of its current Miscellaneous Inventory or to accept from customers certain additional trade-in equipment; provided, however, that Carsen will seek to minimize such transactions so as to generally maintain the aggregate value of its Miscellaneous Inventory at its current level. At or Closing, Carsen deliver to Olympus a true, correct and complete list of the Miscellaneous Inventory and the Transition Committee will determine in good faith any price adjustment thereof related to changes in such inventory since the date hereof.