BACK-UP INVENTORY Sample Clauses

BACK-UP INVENTORY. Subject to terms of this Agreement, Alliance shall maintain an adequate back-up inventory of Material to meet HMRI's purchase orders, to replace rejected Material and other similar situations. Such inventory level shall be mutually agreed upon by the parties. Alliance will notify HMRI promptly if such back-up inventory falls below such agreed upon level and include the reason for the lower level. The parties will discuss and agree upon a course of action to solve the problem, provided however, that such agreement shall act in no way as a waiver of HMRI's rights or remedies herein if Alliance fails to deliver Material under the provisions of this Agreement.
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BACK-UP INVENTORY. Supplier shall maintain an adequate back-up inventory of Product to meet AutoCyte's purchase orders, to replace rejected Product and other similar situations. Such inventory level shall be mutually agreed by the parties. Supplier will notify AutoCyte promptly if such back-up inventory falls below such agreed upon level and include the reason for the lower level. The parties will discuss and agree upon a course of action to solve the problem; provided, however, that such agreement shall act in no way as a waiver of AutoCyte's rights or remedies herein if Supplier fails to deliver Product under the provisions of this Agreement.
BACK-UP INVENTORY. In order to increase the flexibility and to minimize adverse consequences from any interruption in DSM's ability to supply Cubist with Product, DSM [ ]*. The back-up inventory of raw materials will be DSM's property, and no sale or transfer or ownership of such raw materials in inventory is contemplated herewith. The parties shall mutually agree upon the exact size of such back-up supply of raw materials. DSM will promptly notify Cubist if the back-up inventory of raw material falls below the agreed level, including the reasons for such depletion, and shall restock the back-up supply as soon as practicable so that the agreed back-up supply is maintained at all times. The parties shall adjust the size of the back-up supply from time to time as mutually agreed and as warranted by commercially prudent risk management practices.
BACK-UP INVENTORY. Between February 1, 2012 and June 30, 2012, WEA may require Cinram to manufacture and package back-up inventory of any or all titles set forth in Schedule 2 (Back-Up Titles) (such back-up inventory, the “Back-Up Inventory”). Notwithstanding anything to the contrary in the US/Canada Manufacturing and PP&S Agreement, Cinram shall store all Back-Up Inventory at Cinram’s manufacturing facility in Olyphant, PA, at no cost or charge to WEA. If at any time prior to completion of the Transfer WEA reasonably believes that Cinram will be unable to timely ship and deliver Product as required under the PP&S Terms (other than solely as a direct result of (i) WEA’s failure to order sufficient quantities of Product to permit shipment by Cinram or (ii) instructions by WEA contrary to the Transfer Plan and such instructions directly cause an Adverse Impact), at WEA’s request, Cinram shall ship Back-Up Inventory from Cinram’s manufacturing facility in Olyphant, PA to recipients designated by WEA (“Shipped Back-Up Inventory”). Cinram shall defer invoicing WEA for any Fees or other fees, charges or costs for M&P Services performed for units of Back-Up Inventory (such Fees, the “Deferred Fees”) until June 30, 2012. Within thirty (30) days after June 30, 2012, Cinram shall invoice WEA for the Deferred Fees, provided that such invoice shall not include, and Cinram shall permanently waive and shall not charge or invoice WEA or its Affiliates for, any Deferred Fees for or corresponding to Shipped Back-Up Inventory units.
BACK-UP INVENTORY. In order to increase the flexibility and to minimize adverse consequences from any interruption in DSM’s ability to supply Cubist with Product, DSM shall at all times maintain a back-up supply of raw material for production of two (2) batches of Product to support Cubist’s forecasted production needs following any failure of DSM to timely supply Cubist with Product that conforms to the Specifications. The back-up inventory of raw materials will be DSM’s property, and no sale or transfer or ownership of such raw materials in inventory is contemplated herewith. The parties shall mutually agree upon the exact size of such back-up supply of raw materials. DSM will promptly notify Cubist if the back-up inventory of raw material falls below the agreed level, including the reasons for such depletion, and shall restock the back-up supply as soon as practicable so that the agreed back-up supply is maintained at all times. The parties shall adjust the size of the back-up supply from time to time as mutually agreed and as warranted by commercially prudent risk management practices.

Related to BACK-UP INVENTORY

  • Eligible Inventory For purposes of this Agreement, Eligible Inventory shall exclude any Inventory to which any of the exclusionary criteria set forth below applies. The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Inventory from time to time in its reasonable credit judgment. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Original Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust the applicable advance rate with respect to Eligible Inventory, in its reasonable credit judgment, subject to the approval of the Supermajority Lenders in the case of adjustments, new criteria, changes in the applicable advance rate or the elimination of Reserves which have the effect of making more credit available. Eligible Inventory shall not include any Inventory of Borrower or any Borrowing Base Guarantor that: (i) the Collateral Agent, on behalf of Secured Parties, does not have a first priority and exclusive perfected Lien on such Inventory; (ii) is not located on premises in United States or Canada; (iii) (A) is located on premises leased by Borrower or a Borrowing Base Guarantor, unless (x) at such location the aggregate value of Inventory exceeds $250,000, and (y) either (1) a reasonably satisfactory Landlord Lien Waiver and Access Agreement has been delivered to the Collateral Agent, or (2) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto or (B) is stored with a bailee or warehouseman where the aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably satisfactory, acknowledged bailee waiver letter has been received by the Collateral Agent or (y) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto, or (C) is located at an owned location subject to a mortgage in favor of a lender other than the Collateral Agent where the aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably satisfactory mortgagee waiver has been delivered to the Collateral Agent or (y) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto; (iv) is placed on consignment (other than Eligible Consigned Inventory); (v) is covered by a negotiable document of title, unless such document has been delivered to the Collateral Agent with all necessary endorsements, free and clear of all Liens except those in favor of the Collateral Agent and the Lenders and landlords, carriers, bailees and warehousemen if clause (iii) above has been complied with; (vi) is to be returned to suppliers; (vii) is obsolete, unsalable, shopworn, seconds, damaged or unfit for sale; (viii) is slow moving (in excess of 1-year supply); (ix) consists of display items, samples or packing or shipping materials, manufacturing supplies or replacement parts (it being understood that Eligible Inventory shall not exclude work-in-process Inventory if it is not excluded in accordance with other criteria set forth herein, unless otherwise determined by the Administrative Agent in its reasonable credit judgment); (x) is not of a type held for sale in the ordinary course of Borrower’s or any Borrowing Base Guarantor’s, as applicable, business; (xi) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (xii) consists of Hazardous Material or goods that can be transported or sold only with licenses that are not readily available; (xiii) is not covered by casualty insurance maintained as required by Section 5.04; (xiv) consists of custom made Inventory which is not saleable to any other customer or in ordinary course; (xv) is in transit; or (xvi) is subject to any licensing arrangement the effect of which would be to limit the ability of Collateral Agent, or any Person selling the Inventory on behalf of Collateral Agent, to sell such Inventory in enforcement of the Collateral Agent’s Liens, without further consent or payment to the licensor or other.

  • 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.

  • SIGNIFICANT LANDS INVENTORY FINDING Find that this activity is consistent with the use classification designated by the Commission for the land pursuant to Public Resources Code section 6370 et seq.

  • Merchantable Inventory All Inventory is in all material respects of good and marketable quality, free from all material defects, except for Inventory for which adequate reserves have been made.

  • Location of Equipment and Inventory All Equipment and Inventory are (i) located at the locations indicated on Schedule 4 (ii) in transit to such locations or (iii) in transit to a third party purchaser which will become obligated on a Receivable to the Debtor upon receipt. Except for Equipment and Inventory referred to in clauses (ii) and (iii) of the preceding sentence, the Debtor has exclusive possession and control of the Inventory and Equipment.

  • 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).

  • Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

  • As to Equipment and Inventory Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory in transit and Inventory sold in the ordinary course of business) at the places therefor specified in Section 3.1.1 or, upon 30 days' prior written notice to Agent, at such other places in a jurisdiction where all representations and warranties set forth in Article III (including Section 3.1.6) shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 shall have been taken with respect to the Equipment and Inventory; (b) with respect to any Equipment or Inventory in the possession or control of any Third Party or any of Grantor's agents, notify such Third Party or agent of Agent's security interest in such Equipment or Inventory and, upon Agent's request following the occurrence and during the continuance of an Event of Default, direct such Third Party or agent to hold all such Equipment or Inventory for Agent's account and subject to Agent's instructions; (c) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer's manual; and forthwith, or in the case of any material loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to Agent a statement respecting any loss or damage to any of the Equipment within ten (10) business days after Grantor obtains knowledge of any such loss or damage; and (d) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with Generally Accepted Accounting Principles have been set aside.

  • Sale of Inventory Purchaser shall purchase (or shall cause its Affiliates to purchase) the Inventory in separate transactions in accordance with the terms and conditions contained in the Supply Agreement. It is agreed and understood by and between the Parties that the Purchase Price does not include the Inventory.

  • 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. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. (c) For any item of Inventory consisting of Eligible Inventory in any Transaction Report, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents; and (v) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or any location permitted under Section 7.2).

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