Common use of Transferred Inventory Clause in Contracts

Transferred Inventory. (a) Within 15 days following the TSA End Date, Seller shall (or shall cause its applicable Affiliates to) transfer, convey, assign and deliver to Buyer, and Buyer shall accept from Seller (or such Affiliates), the Transferred Inventory, and Seller shall cause to be prepared and delivered to Buyer an invoice, which shall include reasonably detailed calculations for the Transferred Inventory Value and wire transfer instructions. The Transferred Inventory shall pass from Seller to Buyer by delivery. Within five days after Buyer’s receipt of such invoice, Buyer shall pay Seller an amount equal to the Transferred Inventory Value by wire transfer of immediately available funds to the account designated by Seller in such invoice. (b) Until the earliest to occur of (i) the sale of any Bulk Inventory to a Third Party customer, (ii) any delivery of any Bulk Inventory to Buyer or its applicable Affiliate, in either case, pursuant to the Transition Services Agreement or the Supply Agreement or (iii) any transfer to Buyer under Section 2.3.7(a), (A) Seller or its applicable Affiliate shall retain title to such Bulk Inventory and (B) physical possession of, and risk of loss with respect to, such Bulk Inventory shall remain with Seller or its applicable Affiliate.