Third Party Hydrocarbon Inventory Determination Sample Clauses

Third Party Hydrocarbon Inventory Determination. Seller covenants that its inventory processes and documentation (i.e. any and all periodic statements or reports issued to third parties with inventory at each terminal) accurately reflect the actual physical inventories for each third party at each terminal (before accounting for any gain or loss determined by the Hydrocarbon Inventory Methodology). Seller and Buyer agree to jointly determine the actual physical volumes and qualities of petroleum product and additives (“Hydrocarbon Inventory”) at the Terminal Facilities pursuant to the procedures and processes set forth on Schedule 6.3(n),
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Third Party Hydrocarbon Inventory Determination. Seller covenants that its inventory processes and documentation (i.e. any and all periodic statements or reports issued to third parties with inventory at each terminal) accurately reflect the actual physical inventories for each third party at each terminal (before accounting for any gain or loss determined by the Hydrocarbon Inventory Methodology). Seller and Buyer agree to jointly determine the actual physical volumes and qualities of additives (“Additive Inventory”) and petroleum product (together with Additive Inventory, “Hydrocarbon Inventory”) at the Terminal Facilities pursuant to the procedures and processes set forth on Schedule 5.3(j). Within five (5) Business Days of the reports prepared pursuant to Schedule 5.3(j), Buyer shall compare the actual physical volumes of Hydrocarbon Inventory at the Terminal Facilities at Closing with the physical volumes of products and additives owned by Third Parties at the Terminal Facilities at Closing as such volumes are recorded and reported in Terminal Facility records (“Third Party Hydrocarbon Inventory”). If the actual physical volumes of Hydrocarbon Inventory is less than the volumes of Third Party Hydrocarbon Inventory, or if any Third Party Hydrocarbon Inventory does not meet the required product specifications, Buyer shall amend the settlement invoice for the Purchased Inventory Sales Agreement to account for any deviations from the Third Party Hydrocarbon Inventory volumes and specifications, using the prices set forth in Schedule 5.3(j). For Hydrocarbon Inventory that is off specification, Seller’s maximum liability to Buyer shall be limited to replacement value of the specific Hydrocarbon Inventory at the time of the issuance of the inspector’s report less the salvage value of the off specification such Hydrocarbon Inventory. In the case of a shortage, Seller shall pay the amount set forth on such invoice. In the case of an overage, Buyer shall pay Seller the amount set forth on such invoice. If Seller or Buyer disputes the amount on such settlement invoice, the Parties agree to resolve such dispute in accordance with the dispute resolution procedures in this Purchase Agreement.
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Related to Third Party Hydrocarbon Inventory Determination

  • 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.

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

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Accounts Receivable; Inventories The accounts receivable of Seller reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the books of Seller on the date hereof, are (except to the extent reserved in accordance with GAAP) valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, deductions, set-offs or counterclaims. The inventories reflected on the Unaudited Financial Statements and held by Seller on the date hereof, net of reserves therefor in accordance with GAAP, are usable or saleable in the ordinary course of Business. Such inventories have been reflected on the Unaudited Financial Statements at the lower of cost or market value (taking into account the usability or salability thereof) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories of raw materials, supplies and products have been purchased by Seller in the ordinary course of the Business, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does not have any Knowledge of any conditions affecting the supply of materials or products available to Seller and, to the Knowledge of Seller, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

  • 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.

  • Physical Inventory The Contractor shall periodically perform, record, and disclose physical inventory results. A final physical inventory shall be performed upon contract completion or termination. The Property Administrator may waive this final inventory requirement, depending on the circumstances (e.g., overall reliability of the Contractor’s system or the property is to be transferred to a follow-on contract).

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

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

  • Remaining Inventories Xencor shall have the right to purchase from MorphoSys (or its Affiliate) all of the inventory of Licensed Products held by MorphoSys (or its Affiliate) as of the effective date of termination at a price equal to MorphoSys’ (or its Affiliate’s) fully burdened manufacturing cost, determined in accordance with GAAP.

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