Common use of Excess and Obsolete Inventory Clause in Contracts

Excess and Obsolete Inventory. Within fifteen (15) working days after the end of each calendar month, SANMINA-SCI shall advise CUSTOMER in writing of any excess or obsolete Components, Sub Assemblies and Finished Goods purchased or manufactured solely for the manufacture of CUSTOMER's Products but remaining in its inventory, and the Delivered Cost of such Components, Sub Assemblies and Finished Goods (the "E&O List"). For the purpose of this Agreement, (i) the phrase "Obsolete Components, Sub Assemblies and Finished Goods" shall mean any on-hand Components, Sub Assemblies and Finished Goods, ordered or manufactured in accordance with this Section, for which there is no demand for the next six (6) month period, according to the most current Forecast (whether as a result of an ECO or otherwise), (ii) the term "Excess Components, Sub Assemblies and Finished Goods" shall mean any on-hand Components, Sub Assemblies and Finished Goods, ordered or manufactured in accordance with this Section, which are not required to meet CUSTOMER's requirements (1) for the ensuing thirty-day period for "A" Components, Sub Assemblies and Finished Goods, (subassemblies and Finished Goods shall be deemed as A components) (2) for the ensuing ninety-day period for "B" Components or (3) for the ensuing one hundred eighty day period for "C" Components(ii) the term "Delivered Cost" shall mean SANMINA-SCI's quoted cost of Components, Sub Assemblies and Finished Goods as stated on the xxxx of materials, delivered to the point of manufacture. Within five (5) business days of receiving SANMINA-SCI's E&O List, CUSTOMER shall advise SANMINA-SCI of any Components, Sub Assemblies and Finished Goods that it believes are not excess or obsolete. Within five (5) business days after receiving SANMINA-SCI's E&O List, SANMINA-SCI and CUSTOMER shall finalize the E&O List, and CUSTOMER (i) shall issue to SANMINA-SCI an Order for all Obsolete Components, Sub Assemblies and Finished Goods on the E&O List at a price equal to the Delivered Cost of such Components, Sub Assemblies and Finished Goods plus a [+] markup on such Components. Sub Assemblies and Finished Goods shall have no additional markup to listed price, but may have charges for packaging if not included in the price, and (ii) shall issue an Order to [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION SANMINA-SCI for any carrying charge due on the Excess Components, Sub Assemblies and Finished Goods. The carrying charge shall be an amount equal to [+]. CUSTOMER shall pay SANMINA-SCI in accordance with Section 3.

Excess and Obsolete Inventory. Within fifteen (15) working days a reasonable time after the end of each calendar monthquarter, SANMINA-SCI shall advise CUSTOMER LIFESTREAM in writing of any excess or obsolete Components, Sub Assemblies and Finished Goods purchased or manufactured solely for the manufacture of CUSTOMER's Products but remaining Components in its inventory, inventory and the Delivered Cost of such Components, Sub Assemblies and Finished Goods Components (the "E&O List"). For the purpose of this Agreement, (i) the phrase "Obsolete Components, Sub Assemblies and Finished Goods" shall mean any on-hand Components, Sub Assemblies and Finished Goods, ordered or manufactured in accordance with this Section, for which there is no demand for the next six (6) month period, according to the most current Forecast (whether as a result of an ECO or otherwise), (ii) the term "Excess Components, Sub Assemblies and Finished Goods" shall mean any on-hand Components, Sub Assemblies and Finished Goods, ordered or manufactured in accordance with this Section, which are not required to meet CUSTOMER's requirements (1) for the ensuing thirty-day period for "A" Components, Sub Assemblies and Finished Goods, (subassemblies and Finished Goods shall be deemed as A components) (2) for the ensuing ninety-day period for "B" Components or (3) for the ensuing one hundred eighty day period for "C" Components(ii) the term "Delivered Cost" shall mean SANMINA-SCI's quoted cost of Components, Sub Assemblies and Finished Goods Components as stated on the xxxx bill of materials, delivered materials plus a xxxerials margin equal to the point of manufacturefifteen percent (15%). Within five (5) business days of receiving SANMINA-SCI's E&O List, CUSTOMER LIFESTREAM shall advise SANMINA-SCI of any Components, Sub Assemblies and Finished Goods Component on the E&O List that it believes are is not excess or obsolete. Within five (5) ten business days after receiving SANMINA-SCI's E&O List, SANMINA-SCI and CUSTOMER LIFESTREAM shall finalize the E&O List, and CUSTOMER (i) LIFESTREAM shall issue to SANMINA-SCI an Order for all Obsolete Components, Sub Assemblies and Finished Goods Components on the E&O List at a price equal to the Delivered Cost of such Components, Sub Assemblies and Finished Goods plus a [+] markup on such ComponentsList. Sub Assemblies and Finished Goods shall have no additional markup to listed price, but may have charges for packaging if not included in the price, and (ii) shall issue an Order to [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION SANMINA-SCI for any carrying charge due on the Excess Components, Sub Assemblies and Finished Goods. The carrying charge shall be an amount equal to [+]. CUSTOMER LIFESTREAM shall pay SANMINA-SCI its Delivered Cost for Components on the E&O List within fifteen (15) days of the date of invoice. In the event the parties cannot agree as to the Components on the E&O List, LIFESTREAM shall pay SANMINA-SCI for all non-disputed Components in accordance with Section 3this Section, and shall pay SANMINA-SCI for all other Components on SANMINA-SCI's E&O List (in the event they remain excess or obsolete) forty-five days thereafter. For the purpose of this Section, the phrase "obsolete Component" shall mean any Component which is not currently used to manufacture LIFESTREAM'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 LIFESTREAM's Order or LIFESTREAM's Forecast to which such Component was initially ordered. LIFESTREAM shall not have the right to delay payment for excess Components by increasing or pushing out its Forecast.

Excess and Obsolete Inventory. Within fifteen (15) working days a reasonable time after the end of each calendar monthquarter, SANMINA-SCI shall advise CUSTOMER in writing of any excess or obsolete Components, Sub Assemblies and Finished Goods purchased or manufactured solely for the manufacture of CUSTOMER's Products but remaining Components in its inventory, inventory and the Delivered Cost of such Components, Sub Assemblies and Finished Goods Components (the "E&O List"). For the purpose of this Agreement, (i) the phrase "Obsolete Components, Sub Assemblies and Finished Goods" shall mean any on-hand Components, Sub Assemblies and Finished Goods, ordered or manufactured in accordance with this Section, for which there is no demand for the next six (6) month period, according to the most current Forecast (whether as a result of an ECO or otherwise), (ii) the term "Excess Components, Sub Assemblies and Finished Goods" shall mean any on-hand Components, Sub Assemblies and Finished Goods, ordered or manufactured in accordance with this Section, which are not required to meet CUSTOMER's requirements (1) for the ensuing thirty-day period for "A" Components, Sub Assemblies and Finished Goods, (subassemblies and Finished Goods shall be deemed as A components) (2) for the ensuing ninety-day period for "B" Components or (3) for the ensuing one hundred eighty day period for "C" Components(ii) the term "Delivered Cost" shall mean SANMINA-SCI's quoted cost of Components, Sub Assemblies and Finished Goods Components as stated on the xxxx bill of materials, delivered materials plus a materials margin equal to the point of manufacturefifteen percent (00%). Within five (5) business days of receiving SANMINA-SCI's E&O List, CUSTOMER shall advise SANMINA-SCI of any Components, Sub Assemblies and Finished Goods Component on the E&O List that it believes are is not excess or obsolete. Within five (5) ten business days after receiving SANMINA-SCI's E&O List, SANMINA-SCI and CUSTOMER shall finalize the E&O List, and CUSTOMER (i) shall issue to SANMINA-SCI an Order for all Obsolete Components, Sub Assemblies and Finished Goods Components on the E&O List at a price equal to the Delivered Cost of such Components, Sub Assemblies and Finished Goods plus a [+] markup on such Components. Sub Assemblies and Finished Goods shall have no additional markup to listed price, but may have charges for packaging if not included in the price, and (ii) shall issue an Order to [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION SANMINA-SCI for any carrying charge due on the Excess Components, Sub Assemblies and Finished Goods. The carrying charge shall be an amount equal to [+]List. CUSTOMER shall pay SANMINA-SCI its Delivered Cost for Components on the E&O List within fifteen (15) days of the date of invoice. In the event the parties cannot agree as to the Components on the E&O List, CUSTOMER shall pay SANMINA-SCI for all non-disputed Components in accordance with Section 3this Section, and shall pay SANMINA-SCI for all other Components on SANMINA-SCI's E&O List (in the event they remain excess or obsolete) forty-five days thereafter. 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.

Excess and Obsolete Inventory. Within fifteen To the extent Buyer determines it is necessary under its then existing accounting policies to, on or prior to August 31, 2005, write-off any Inventory included within the Business Assets and identified as potentially excess and obsolete based on a schedule to be delivered by Buyer to Seller within three (153) working business days after following the end Closing Date (identifying the excess and obsolete Inventory included within the Business Assets as of each calendar monththe Closing Date) prepared based on the practices, SANMINA-SCI principles and methodologies used by Seller to prepare Schedule 2.16 attached hereto, Buyer shall advise CUSTOMER in writing deliver to Seller a certificate signed by a duly authorized officer of any excess or obsolete Components, Sub Assemblies and Finished Goods purchased or manufactured solely for the manufacture of CUSTOMER's Products but remaining in its inventory, and the Delivered Cost of such Components, Sub Assemblies and Finished Goods (the "E&O List"). For the purpose of this Agreement, Buyer: (i) setting forth the phrase "Obsolete Components, Sub Assemblies and Finished Goods" shall mean any onamount of the specific Inventory determined necessary to be written-hand Components, Sub Assemblies and Finished Goods, ordered or manufactured off in accordance with this Section, for which there is no demand for Buyer’s then existing accounting policies (the next six (6) month period, according to the most current Forecast (whether as a result of an ECO or otherwise“E&O Losses”), (ii) the term "Excess Components, Sub Assemblies and Finished Goods" shall mean any on-hand Components, Sub Assemblies and Finished Goods, ordered or manufactured in accordance with this Section, which are not required to meet CUSTOMER's requirements (1) for the ensuing thirty-day period for "A" Components, Sub Assemblies and Finished Goods, (subassemblies and Finished Goods shall be deemed as A components) (2) for the ensuing ninety-day period for "B" Components or (3) for the ensuing one hundred eighty day period for "C" Components(ii) the term "Delivered Cost" shall mean SANMINA-SCI's quoted cost of Components, Sub Assemblies and Finished Goods as stated on the xxxx of materials, delivered to the point of manufacture. Within five (5) business days of receiving SANMINA-SCI's E&O List, CUSTOMER shall advise SANMINA-SCI of any Components, Sub Assemblies and Finished Goods that it believes are not excess or obsolete. Within five (5) business days after receiving SANMINA-SCI's E&O List, SANMINA-SCI and CUSTOMER shall finalize the E&O List, and CUSTOMER (i) shall issue to SANMINA-SCI an Order for all Obsolete Components, Sub Assemblies and Finished Goods on the E&O List at a price equal to the Delivered Cost of such Components, Sub Assemblies and Finished Goods plus a [+] markup on such Components. Sub Assemblies and Finished Goods shall have no additional markup to listed price, but may have charges for packaging if not included in the price, and (ii) shall issue an Order to [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION SANMINA-SCI certifying that all such Inventory has been disposed of and will not be used for any carrying charge due purpose, or sold or otherwise distributed for consideration, by or on behalf of Buyer or any of its affiliates (the “E&O Certificate”). In the event Seller does not object to all or any portion of the E&O Losses set forth on the Excess ComponentsE&O Certificate, Sub Assemblies and Finished Goods. The carrying charge Seller shall be promptly pay Buyer an amount equal to [+]fifty percent (50%) of the amount by which the E&O Losses exceed (x) the aggregate amount of excess and obsolete inventory reserves as of the Closing Date and set forth on the Closing Working Capital Statement (“E&O Reserves”) and (y) to the extent that the E&O Losses relate to Inventory identified to a customer from whom cash deposits have been collected and are recorded by the Seller on the Closing Date, such cash deposit amount on the Closing Date. CUSTOMER In the event Seller objects to all or any portion of the E&O Losses set forth in the E&O Certificate within thirty (30) days of its receipt of the E&O Certificate, the Parties shall use good faith efforts to resolve the dispute; provided, however, notwithstanding the existence of any dispute, Seller shall promptly pay SANMINA-SCI in accordance with to Buyer any undisputed amounts payable pursuant to this Section 32.16. If within thirty (30) days of Seller’s objection to all or any portion of the E&O Losses set forth on the E&O Certificate, the Parties are unable to resolve the dispute, the dispute shall be resolved exclusively by binding arbitration pursuant to Section 7.10.

Excess and Obsolete Inventory. Within fifteen (15) working days after the end of each calendar monthOn a monthly basis utilizing ADAPTEC's current monthly Forecast and Scheduled Release, SANMINA-SCI shall advise CUSTOMER in writing provide ADAPTEC with the E&O List. The E&O _______________________________________________________________________________________________________________________________________________________________________________________________ The symbol [******] is used to indicate that a portion of any excess or obsolete Components, Sub Assemblies the exhibit has been omitted and Finished Goods purchased or manufactured solely filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. List will contain a comprehensive where-used analysis and rationale for the manufacture of CUSTOMER's Products but remaining in its inventoryexcess (e.g. MOO, cancelled Order or Forecast, ECO) and the Delivered Cost of such Components, Sub Assemblies list all Obsolete Components and Finished Goods (the "E&O List"). For the purpose of this Agreement, (i) the phrase "Obsolete Components, Sub Assemblies and Finished Goods" shall mean any on-hand Components, Sub Assemblies and Finished Goods, ordered or manufactured in accordance with this Section, for which there is no demand for the next six (6) month period, according to the most current Forecast (whether as a result of an ECO or otherwise), (ii) the term "Excess Components, Sub Assemblies and Finished Goods" shall mean any on-hand Components, Sub Assemblies and Finished Goods, ordered or manufactured in accordance with this Section, which are not required to meet CUSTOMER's requirements (1) for the ensuing thirty-day period for "A" Components, Sub Assemblies and Finished Goods, (subassemblies and Finished Goods shall be deemed as A components) (2) for the ensuing ninety-day period for "B" Components or (3) for the ensuing one hundred eighty day period for "C" Components(ii) the term "Delivered Cost" shall mean SANMINA-SCI's quoted cost of Components, Sub Assemblies and Finished Goods as stated on the xxxx of materials, delivered to the point of manufacture. Within five ten (510) business days of receiving SANMINA-SCI's E&O List, CUSTOMER ADAPTEC shall advise SANMINA-SCI of any Components, Sub Assemblies and Finished Goods Component on the E&O List that it believes are is not excess Excess or obsoleteObsolete. Within five fifteen (515) business days after receiving SANMINA-SCI's E&O List, SANMINA-SCI and CUSTOMER ADAPTEC shall finalize the E&O List, and CUSTOMER (i) ADAPTEC shall issue to SANMINA-SCI an Order for all Obsolete Components, Sub Assemblies and Finished Goods on Components agreed upon in the finalized E&O List at a price equal to the Delivered Cost of such Components, Sub Assemblies and Finished Goods plus a [+] markup on such Components. Sub Assemblies and Finished Goods shall have no additional markup to listed price, but may have charges for packaging if not included in the price, and (ii) shall issue or an Order to [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION SANMINA-SCI for any carrying charge due on Product that will consume the Excess Components, Sub Assemblies and Finished Goods. The carrying charge shall be an amount equal to [+]. CUSTOMER ADAPTEC shall pay SANMINA-SCI its Delivered Cost plus [******]% Component handling xxxx-up for Components on the E&O List along with any undisputed liability for Excess Components within forty-five (45) days of the date of invoice. In the event the Parties cannot agree as to the Components on the E&O List, ADAPTEC shall pay SANMINA-SCI for all non-disputed Components in accordance with Section 3this Section. SANMINA-SCI shall use commercially reasonable efforts to minimize ADAPTEC's Component Liability by attempting to return Components to the Vendor or using the Components on other Products or on products that SANMINA-SCI manufactures for third parties in the same manufacturing facility. ADAPTEC shall be responsible for any Vendor return charges for Excess or Obsolete Components.