REL Inventory definition
Examples of REL Inventory in a sentence
Not later than three Business Day after the Closing Date, REL will deliver to Purchaser Parent an Inventory Report as of the Closing Date for the Closing REL Inventory reflecting the historical book value of such Closing REL Inventory as reflected on REL’s accounts (collectively, the “Closing Date Inventory Report”).
REL (X) has good and marketable title to the REL Inventory free of any Liens and (Y) at all times from the Effective Date until the Inventory Transfer Date, will have good and marketable title to the REL Inventory free of any Liens.
The Seller Parties will cause all Liens on assets (except for REL Inventory, which shall have all Liens released in accordance with the Transition Services Agreement and the Manufacturing Services Agreement) of RSP and RSP-TW to be released prior to or simultaneously with the Closing.
On the Inventory Transfer Date, RSP shall purchase from REL (i) all Closing REL Inventory then held by REL that is not Obsolete REL Inventory or damaged, (ii) up to JPY[*****] of Obsolete REL Inventory (with the specific items of such Obsolete REL Inventory as designated by Purchaser Parent), and (iii) up to JPY[*****] of Obsolete REL Inventory from the RSP products listed on Schedule 6.9(d) (with the specific items of such Obsolete REL Inventory as designated by Purchaser Parent).
The purchase price to be paid for the purchase of any Closing REL Inventory shall initially be paid by RSP to REL via a deduction from the cash deposits of RSP held by REL under the Cash Deposit Agreements, unless otherwise requested by RSP.
Until the earlier of the termination of this Agreement and the Inventory Transfer Date, REL will, and will cause the officers, counsel or other Representatives of REL to, promptly notify Purchaser Parent of, and to consult from time to time as requested by Purchaser Parent regarding, any material changes or developments in the composition or volume of REL Inventory.
The purchase price for each item of Closing REL Inventory purchased by RSP on the Inventory Transfer Date shall be the Final Closing REL Inventory Value determined pursuant to Section 6.9(c); provided, however, that if the Final Closing REL Inventory Value has not been finally determined under Section 6.9(c) as of the Inventory Transfer Date, the purchase price shall be the value attributed to such item of Closing REL Inventory in the Closing Date Inventory Report.
As of March 31, 2014, REL owns REL Inventory with an aggregate book value equal to JPY [*****] (calculated based on Japanese GAAP).
Notwithstanding anything in this Agreement to the contrary, RSP shall be entitled to reject and return to REL, and shall not be required to accept, purchase or pay for, any item of Closing REL Inventory that RSP reasonably determines to be damaged or otherwise unsellable.
The sale of the Closing REL Inventory pursuant to this Section 6.9 will be documented in accordance with reasonable past practice in a form and substance reasonably acceptable to Purchaser Parent.