Disposition Process Clause Samples
Disposition Process. Within [***] after the end of the second month of calendar quarter, SANMINA-SCI shall advise CUSTOMER in writing of any Excess or Obsolete Inventory in its inventory and their Delivered Cost (the “E&O List”). Sanmina’s E&O list will contain only inventory items that make up [***] of excess and Obsolescence. Within [***] of receiving SANMINA-SCI’s E&O List, CUSTOMER shall advise SANMINA-SCI of any Component on the E&O List that it believes is not excess or obsolete. Within [***] after receiving SANMINA-SCI’s E&O List, SANMINA-SCI and CUSTOMER shall finalize the E&O List, and (1) CUSTOMER shall issue to SANMINA-SCI an Order for all mutually agreed upon Excess Inventory on the E&O List, or (2) [***]. If option 1:CUSTOMER shall pay SANMINA-SCI its Delivered Cost for Components on the E&O List within [***] of the date of invoice. In the event the Parties cannot agree as to the Components on the E&O List, [***]. For the purpose of this Section, the phrase “obsolete Component” shall mean any Component which is not currently used to manufacture CUSTOMER’s Product (whether as a result of an ECO or otherwise), and the term “excess Component” shall mean any Component which is not required to meet CUSTOMER’s Order or CUSTOMER’s Forecast to which such Component was initially ordered. CUSTOMER shall not have the right to delay payment for excess Components by increasing or pushing out its Forecast.
Disposition Process. (a) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Fund, must be in writing or set forth in a Portable Document Format (“PDF”), executed by the applicable Party or Parties, as the case may be, as evidenced by the signatures of the person or persons signing this Agreement as set forth in Schedule 1 (each an “Authorized Representative”), and delivered to Escrow Agent in accordance with Section 11. No instruction for or related to the transfer or distribution of the Escrow Fund shall be deemed delivered and effective unless Escrow Agent actually shall have received it on a Business Day in accordance with Section 11, and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Escrow Fund if delivered to any other notice address, fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. The Parties each acknowledge that Escrow Agent is authorized to use the funds transfer instructions to be provided to Escrow Agent (and to be set forth on Schedule 1 once provided) from time to time (pursuant to instructions delivered to Escrow Agent by the respective Party pursuant to the terms of this Section 5) to disburse any shares or funds due to the Company, Seller and the Bonus Executives, respectively, without a verifying callback as set forth in Section 5(b) below.
(b) In the event any other share transfer instructions are set forth in a permitted instruction from a Party or the Parties in accordance with this Section 5, Escrow Agent is authorized to seek confirmation of such share transfer instructions by a single telephone callback to one of the Authorized Representatives of the applicable Party, and Escrow Agent may rely upon the confirmation of anyone purporting to be that Authorized Representative. The persons and telephone numbers designated for callbacks may be changed only in a writing executed by the Authorized Representative(s) of the applicable Party and actually received by Escrow Agent via facsimile or as a PDF attached to an email. Except as set forth in Sections 3 and 4 above, no shares or funds will be disbursed until an Authorized Representative of the applicable Party is able to confirm such instruction...