Additional Inventory Payment Clause Samples
Additional Inventory Payment. Seller shall prepare as Schedule 1.05(c) and deliver just prior to Closing a good faith estimate of its direct cost of finished goods inventory that is not located in one of Seller's facilities at the time of Closing (collectively, the "Field Inventory"). Any item of Field Inventory that is implanted in a surgical procedure that is covered by a representative of Seller during the two (2) weeks following the Closing shall constitute a sale of product by Seller and such item of Field Inventory and any associated purchase order, shall not be purchased by Buyer. Any item of Field Inventory that is implanted in a surgical procedure that is not covered by a representative of Seller during the two (2) weeks following the Closing shall constitute a sale of product by Buyer and shall be purchased by Buyer. Seller shall have the option of having one of its representatives cover any such surgical procedure during the two (2) weeks following the Closing. Promptly after the second week following the Closing, Seller shall prepare in good faith and deliver to Buyer a revised and updated 3 of 15 statement of Seller's direct cost for all remaining Field Inventory along with all such Field Inventory and any Facility Inventory not already delivered to Buyer. Within one week following receipt of such statement, Field Inventory and remaining Facility Inventory, Buyer shall pay to Seller, by bank wire transfer in immediately available funds to such bank account as is designated in writing by Seller, the value of the Field Inventory and Facility Inventory received that has a minimum of two (2) years shelf life remaining as of the Closing Date as set forth in such revised and updated schedule, less the $250,000 initial inventory payment contemplated by Section 1.05(b); provided, however, that in the event that the aggregate value of such Field Inventory and Facility Inventory is less than the $250,000 initial inventory payment contemplated by Section 1.05(b), Seller shall pay Buyer the difference.
Additional Inventory Payment. Subject to the limitations set forth below in this Section 2.4, on May 31, 2012, the Purchaser shall pay to the Seller an amount equal to the sum of the following amounts (the “Additional Inventory Payment”) in consideration of the Additional Inventory as described on Schedule 1.1(d):
(a) a sum equal to the remaining tons of Astrobrights® paper inventory (which are the Premium Business papers made under the Astrobrights® trademarks described in Schedule 3.17(A)(1), (4), (5) and (6), the “Astrobrights® Inventory”) multiplied by the per ton dollar value set forth in Item 1 on Schedule 2.4; plus -4- Neenah-Wausau Asset Purchase Agreement
(b) a sum equal to the remaining tons of Premium Business paper inventory that is not Astrobrights® Inventory multiplied by the per ton dollar value set forth in Item 2 of Schedule 2.4. The Additional Inventory Payment shall in no event be in excess of Three Million Five Hundred Thousand and No/100 Dollars ($3,500,000) and Purchaser is under no obligation to purchase any Additional Inventory that exceeds this cap (the “Additional Inventory Cap”); provided, however, the Purchaser shall use its Best Efforts to minimize any remaining Additional Inventory. Should the Additional Inventory exceed the Additional Inventory Cap, Purchaser may choose, in its sole and absolute discretion, which Additional Inventory it desires to purchase within the Additional Inventory Cap.