Work in Process Clause Samples
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Work in Process. Except as set forth on Schedule 2.19.5, (i) all work-in-process and Contractual Obligations of the Companies currently underway (“Work-In-Process”) constitute work performed pursuant to fully executed written Contractual Obligations, sales or purchase orders taken in the Ordinary Course of Business or orders and change orders issued within the terms of the relationship pursuant to which such Work-In-Process is being conducted or in the Ordinary Course of Business; (ii) none of the Companies or any customer or other party thereto has been declared to be in material default or is in material breach of the terms of any obligation thereunder, and no valid grounds exist for any setoff of amounts billable to such customers on the completion of orders to which Work-In-Process relates; (iii) all Work-In-Process is of a quality ordinarily produced in accordance with the requirements of the orders to which such Work-In-Process is identified, and will require no rework with respect to services performed prior to Closing except in the Ordinary Course of Business; (iv) all Work-In-Process is being conducted pursuant to fully executed written Contractual Obligations, sales or purchase orders taken in the Ordinary Course of Business or orders and change orders issued within the terms of the relationship pursuant to which such Work-In-Process is being conducted or in the Ordinary Course of Business; and (v) all Work-In-Process could be completed in compliance with the Contractual Obligations to which each such Work-In-Process relates if managed in the Ordinary Course of Business (and in compliance with industry standards) without being performed at or resulting in a loss to the Companies. None of the Companies have any oral agreements for Work-In-Process or Contractual Obligations underway except as set forth on Section 2.19.5.
Work in Process. 4.1 Seller shall observe and comply with Buyer’s existing floor layouts and bin configurations and labeling. Seller shall recommend optimizations to floor layouts and bin container sizes and labeling systems for the components in order to maximize the efficiency of the Services. All such recommendations shall be in accordance with Buyer’s plant engineering requirements and are subject to Buyer approval. Upon request by Buyer, Seller shall be responsible for developing processes and procedures to add, remove, identify, control, maintain, and replace (as needed) containers according to Buyer’s various production requirements.
4.2 This Article 4.2 applies to Seller-Scanned Locations only. Seller’s bin replenishment processes shall support the various Buyer requirements as set forth in the Contract. Seller’s employees will visually inspect and scan all bins routinely and at least once a day. Seller shall provide visual scan signals to indicate when scan for replenishment has occurred. Seller will take full responsibility for monitoring the Products in the bins, ordering replenishment Products and restocking the Floor Bins with Products as required. Routine replenishment of Products will be accomplished by Seller within an average of five (5) business days and stockouts will be replenished within twenty-four (24) hours. Seller will keep the bins and the immediate area surrounding the bins neat and free from debris. Products placed in the bins will be kept in Seller’s packaging until Buyer purchases or uses the Products so that lot traceability can be maintained. Seller, with Buyer support, must be able to assess the minimum and maximum stock level of each bin container.
4.3 Seller replenishment processes must ensure component availability and shall at a minimum comply with Appendix B hereto. In the event of a shortage, Seller information systems must provide capability for stock transfers from station to station/bin to bin/Buyer Location to Buyer Location. Seller shall support bin replenishment lead times as provided in the Contract. Oversize requirements, spares, repairs and components associated with engineering changes shall be addressed with a 24 hour time frame. Seller shall determine inventory availability, obtain Buyer approval, place purchase orders and expedite Product delivery to Buyer.
4.4 Seller shall recommend process improvements regarding min/max calculations and stocking levels to maximize efficiency. Seller recommendations shall be subject to B...
Work in Process. Part 3.31 of the Disclosure Schedule sets forth as of June 30, 2004, and the Updated Seller’s WIP Schedule contemplated by Section 7.10 hereof will set forth, a complete and accurate schedule of all work in process of the Seller (the “Seller’s WIP”) and indicates the Contract under which such work is being performed. Part 3.31 of the Disclosure Schedule was, and the Updated Seller’s WIP Schedule will be, prepared by the Seller in good faith and the Seller’s WIP included in Part 3.31 of the Disclosure Schedule was, and the Seller’s Updated WIP Schedule will be, calculated in accordance with the applicable Contract and under revenue recognition principles in accordance with GAAP.
Work in Process. Work in Progress will be memorialized by schedules supplied as of the closing of business on October 30, 1999, and attached as Exhibit "K".
Work in Process. In the event TDCC undertakes the development of a workflow, instrument or equipment at least * prior to the end of the Program Term, such workflow, instrument or equipment is reasonably intended to be completed by the end of the Program Term (or any extension pursuant to Section 6.5), and such workflow, instrument or equipment is substantially complete by the end of the Program Term, TDCC shall be licensed under this Article 6 to complete the development of such workflow, instrument or equipment for an additional *. If such workflow, instrument or equipment is validated (as described in Section 6.6) by the end of such * period, such workflow, instrument or equipment shall be within the license set forth in Section 6.6. At the end of the Program Term, TDCC upon request shall notify Symyx of the workflows, instruments and equipment subject to this Section 6.7 (such information to be deemed Confidential Information and may be subject to enhanced protection reasonably requested by TDCC).
Work in Process. Amounts represented by the value, as determined in accordance with the related contract in respect thereof, of products and services that shall have been supplied by the Sellers prior to the Closing Date under any contract listed on Schedule 3.01(q) hereto but have not yet given rise to an account receivable of Sellers, payment for which will be included in invoices of Buyers and not Sellers after the Closing Date, which amounts have been identified and set forth by Sellers on Schedule 2.05(a)(iv) hereto.
Work in Process. Schedule 5.27 contains a true aged list of work-in-process related to the Business as of July 31, 2003, all of which are appropriately valued and are billable and collectible in the ordinary course of business.
Work in Process. (a) The amount of Work in Process Inventory (as defined in Section 9.2 (b) below) as measured by the volume in litres of Plasma held and in process, shall not exceed the volume of Plasma picked up by Supplier from HQ and CBS in the previous eight (8) months unless the excess volume is caused directly or indirectly by HQ or CBS. Supplier shall not be responsible for disruption in processing caused by insufficient Plasma available for pickup from HQ and CBS.
(b) Work in Process Inventory includes all Plasma provided by HQ and CBS that has been picked up by Supplier for Fractionation Services. It also includes all Fractionation Products, not yet released for distribution by Health Canada, processed from Plasma provided by HQ and CBS in the possession of Supplier. Work in Process Inventory does not include Plasma collected by HQ and CBS held in Canada awaiting pick up by Supplier unless delay in processing is due to Supplier’s failure to pick up Plasma.
Work in Process. Promptly following Closing, Seller agrees to provide a true, accurate and complete list of the amount of all work in progress performed by Seller under the Assumed Contracts but not billed by Seller before Closing ("Unbilled Work"). Buyer agrees to include the Unbilled Work in its bills to customers under the Assumed Contracts issued by Buyer in the Ordinary Course of Business following the Closing, and to remit to Seller promptly upon receipt of payment from such customers an amount equal to the amount of Unbilled Work (or, if less, the amount of such payment). In addition, after Closing, if Buyer shall receive, directly or indirectly, (i) any refund or other repayment of any retentions under Assumed Contracts that were made before the Closing Date, or (ii) any payment with respect to work under the Assumed Contracts performed and billed by Seller or any of its Subsidiaries prior to Closing, Buyer shall promptly pay or cause to be paid to Seller the amount so received by Buyer.
Work in Process. The value of any repair orders which are in process at the opening of business on the Closing Date shall be the Company's actual cost for parts and labor for such orders as the Company shall have caused to be performed.