Customer Inventory Clause Samples
Customer Inventory. Neither Seller nor any of its Affiliates has (i) induced, encouraged or attempted to induce or encourage any customers (including wholesalers and distributors) to purchase or maintain inventory of the Products in quantities in excess of their current needs, (ii) shipped Products to customers substantially in excess of historic levels or otherwise, through special payments incentives or otherwise, (iii) changed any practice which would reasonably be expected to result in decreased orders from customers, as compared to the normal historical orders from such customer or (iv) engaged in any form of “channel stuffing” or other activity that reasonably could be expected to result in a reduction, temporary or otherwise, in the demand for, sales of, or an increase in the returns of, the Products following the Closing Date. Except as set forth on Schedule 4.13, to Seller’s Knowledge, there exists no build-up of any customer’s inventory level of the Products beyond such customer’s normal historical inventory level.
Customer Inventory. (a) CNYOG has (and at the Closing will have) physical possession and custody of a quantity of natural gas in the Phase I Facilities equal to the quantity of natural gas that must be delivered thereafter to customers in order to satisfy CNYOG’s obligations for delivery of natural gas (such quantity to be delivered to customers, the “Customer Gas Amount”), without delivery of any of the Native Gas or conversion of any of the Native Gas to working gas. Attached as Schedule 5.27(a) is a true and correct list (broken down by customer and quantity) of the inventory contained in the Customer Gas Amount as of the date of this Agreement and, in the case of the updated Schedule 5.27(a) contemplated by Section 9.9, as of the day immediately preceding the Closing Date.
(b) CNYOG is in compliance with the Pipeline Balancing Agreement, dated December 17, 2001, between CNYOG and TGPL. As of the day immediately preceding the Closing Date, the quantity of natural gas owed either by TGPL to CNYOG or by CNYOG to TGPL will be less than 400,000 decatherms and will be less than 10% of the total monthly scheduled quantity at the interconnect with TGPL’s Stagecoach lateral pipeline, unless in either event CNYOG and TGPL have agreed to operate outside of these parameters without the payment by either party of any cashout imbalance payment or other similar payment. As of the day immediately preceding the Closing Date, CNYOG’s calculation of the operational imbalance between it and TGPL will agree with TGPL’s calculation of the operational imbalance.
Customer Inventory. Sellers have provided to Buyers true and complete copies of all month-end inventory reports prepared by the Company or any Company Subsidiary with respect to customer hydrocarbon inventory at the Facility since January 1, 2016. To Sellers’ Knowledge, there are no hydrocarbon inventory losses with respect to any customer of the Facility that are outside the loss allowance permitted under the applicable commercial agreement between such customer and HFOTCO. There are no Proceedings pending or, to Sellers’ Knowledge, threatened with respect to any material customer hydrocarbon inventory losses at the Facility.
Customer Inventory. There are no hydrocarbon inventory losses with respect to any customer of any Company or Company Subsidiary facility that would reasonably be expected to be, individually or in the aggregate, material to the business of the Company and the Company Subsidiaries, taken as a whole. Section
Customer Inventory. At Closing, Seller will transfer to Purchaser, and Purchaser shall accept, possession of all materials and supplies of Seller’s customers that are located at the Premises.
Customer Inventory. Since January 1, 2016, the Company has not (a) intentionally induced or encouraged or attempted to induce or encourage any customers (including wholesalers and distributors) to purchase or maintain inventory of the CellRight Products in quantities in excess of their current needs, (b) shipped CellRight Products to customers substantially in excess of historic levels or otherwise, through special payment incentives or otherwise, or (c) changed any practice which would reasonably be expected to result in decreased orders from customers, as compared to the normal historical orders from such customers. To the Company’s Knowledge, there exists no build-up of any customer’s inventory level beyond such customer’s normal historical inventory level.
Customer Inventory. The level of inventory of the Product in the possession of each of Seller’s primary customers Cardinal and McKesson does not exceed the quantity equal to four times the average monthly unit volume of sales made by Seller to each such customer with respect to the Product (calculated over the immediately preceding twelve months), as evidenced by a recent inventory report supplied by each such customer to Seller (the “Inventory Reports”).