Committed Inventory Sample Clauses

Committed Inventory. Purchaser and Seller acknowledge and agree that (a) Seller is obligated to a certain contract manufacturer (“CM”) to purchase certain inventory items as described in the spreadsheet entitled “WABASH INVENTORY” included on Schedule 3.14(a) hereof (the “Committed Inventory”), and (b) the Committed Inventory held by Seller is excluded from the Purchased Assets. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, at such time and to the extent Purchaser requires additional materials identical to those included within the Committed Inventory in connection with the manufacturer of Products of the Business after the Closing Date, Purchaser agrees to first purchase at their Fair Market Value those items from Seller’s Committed Inventory prior to purchasing such items from any third party vendor or CM.
Sample 1
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Committed Inventory. Pomeroy will assume, as of xxx Xxxsing Date, the rights and obligations of Sellers under certain purchase contracts for the Committed Inventory but only to the extent the corresponding benefits and obligations therefrom are assigned to and assumed by Pomeroy pursuant to approval xx xxx Bankruptcy Court.
Sample 1
Committed Inventory. Buyer and Seller acknowledge and agree that (a) Seller is obligated to certain contract manufacturers (“CEMs”) to purchase certain inventory items as described in columns (“P”) and (“R”) of the spreadsheet entitled “GROSS INVENTORY– September FY 2001; Lucent Echo Solutions” included on Schedule 3.14(a) hereof (the “Committed Inventory”), (b) the items constituting Committed Inventory are not being conveyed to Buyer hereunder and (c) the obligation to purchase items of Committed Inventory is not being assumed by Buyer hereunder. To the extent Buyer is using one of the designated CEMs and is required to purchase or have purchased materials identical to those included within the Committed Inventory at such CEM in connection with the manufacturer of Products of the Business by such CEM, Buyer shall first purchase (at Seller’s cost) those items from such Committed Inventory prior to purchasing (or directing CEM to purchase) such items from any third party vendor. The Obligation contained in the preceding sentence shall continue with respect to each CEM until the earliest date that (i) the amount of inventory so purchased equals Seller’s obligation to such CEM to purchase Committed Inventory as of the Closing Date or (ii) Buyer no longer uses such CEM to manufacture Products of the Business.
Sample 1
Committed Inventory. “Committed Inventory” includes Component’s in Seller’s inventory, together with Components subject to purchase orders or other written commitments from Seller to Seller’s suppliers, that are purchased by or otherwise committed to by Seller as a result of Purchase Orders, including Components actually received by Seller or included on non-cancelable, non-returnable or limited change purchase orders from Seller to Seller’s suppliers for Components that will be received by Seller during the delay period.
Sample 1
Committed Inventory. Xxxxxxx will assume, as of the Closing Date, the rights and obligations of Sellers under certain purchase contracts for the Committed Inventory but only to the extent the corresponding benefits and obligations therefrom are assigned to and assumed by Xxxxxxx pursuant to approval of the Bankruptcy Court.
Sample 1

Related to Committed Inventory

  • Eligible Inventory As to each item of Inventory that is identified by any Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory.

  • 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.

  • 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.

  • 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.

  • As to Equipment and Inventory The Grantor hereby agrees that it shall

  • Returned Inventory If an Account Debtor has an authorized return and returns any Inventory covered by such return to such Grantor when no Event of Default exists, then such Grantor shall promptly determine the reason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. Such Grantor shall deliver a monthly report to the Administrative Agent setting forth all such returns involving an amount in excess of $10,000,000. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to such Grantor when an Event of Default exists, such Grantor, upon the request of the Administrative Agent, shall: (i) hold the returned Inventory in trust for the Administrative Agent; (ii) dispose of the returned Inventory solely according to the Administrative Agent’s written instructions; and (iii) not issue any credits or allowances with respect thereto in an amount exceeding $500,000 in the aggregate during any Fiscal Month without the Administrative Agent’s prior written consent. All returned Inventory shall be subject to the Administrative Agent’s Liens thereon. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor with respect to such returned Inventory and such returned Inventory shall not be Eligible Inventory unless such Inventory constitutes Third Party Logistics Goods.

  • Merchantable Inventory All Inventory is in all material respects of good and marketable quality, free from all material defects.

  • Borrowing Base Assets (a) The Eligible Real Estate and Borrowing Base Loans included in the calculation of the Borrowing Base Availability shall at all times satisfy all of the following conditions:

  • Accounts and Inventory Each Account or item of Inventory which Borrower shall, expressly or by implication, request Lender to classify as an Eligible Account or as Eligible Inventory, respectively, shall, as of the time when such request is made, conform in all respects to the requirements of such classification as set forth in the respective definitions of "Eligible Account" and "

  • 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.

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