INVENTORIES AND ALLOCATION Sample Clauses

INVENTORIES AND ALLOCATION. (a) Subject to the receipt of Finished Product from AVI in accordance with this Article 8, SuperGen shall use its reasonable efforts to maintain adequate inventories of the Finished Product in the Territory to meet the needs of its customers on a timely basis based upon, among other factors, the Sales Forecast, previous demand histories and seasonal trends, and any customers' contractual commitments. AVI shall use its reasonable efforts to maintain adequate inventories of Finished Product to meet the needs of SuperGen on a timely basis, including but not limited to ensuring that any Third Party manufacturer shall maintain at least 6 months worth of Finished Product in inventory.
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INVENTORIES AND ALLOCATION. (a) Subject to the receipt of Finished Product from SuperGen in accordance with this Article 8, Xxxxxx shall use its reasonable efforts to maintain adequate inventories of the Finished Product in the Territories to meet the needs of its customers on a timely basis based upon, among other factors, the Sales Forecast, previous demand histories and seasonal trends, and any customers' contractual commitments. SuperGen shall use its reasonable efforts to maintain adequate inventories of Finished Product to meet the needs of Xxxxxx on a timely basis, including but not limited to ensuring that any Third Party manufacturer shall maintain at least thirty (30) days' worth of Finished Product in inventory. (b) In the event that SuperGen (or its designated Third Party manufacturer(s)) are unable to fill accepted orders for the Finished Product placed by Xxxxxx pursuant to this Agreement for a total of four (4) months, whether or not consecutive, in any twelve (12) month period, Xxxxxx may at its sole option: (i) forgo the quantities ordered which SuperGen is unable to supply; (ii) take delivery within a reasonable period of time after SuperGen becomes able to supply the quantities ordered; or (iii) make or have a Third Party make, or permit SuperGen to have a Third Party (approved by Xxxxxx) make, the Finished Product. 36 <PAGE> CONFIDENTIAL TREATMENT REQUESTED (c) In the event that a visit or report by an authorized agent of a governmental agency in the Territories, or a visit by an outside independent quality assurance auditor acceptable to both Parties, reveals that SuperGen's (or SuperGen's Third-Party manufacturer's) facilities and processes for manufacturing the Compound, the Product or the Finished Product do not comply with applicable laws and regulations, including without limitation Current Good Manufacturing Practices, and if SuperGen does not rectify the situation to Xxxxxx'x reasonable satisfaction within sixty (60) days of Xxxxxx'x notice to SuperGen of such situation, then Xxxxxx may make or have a Third Party make, or permit SuperGen to have a Third Party (approved by Xxxxxx) make the Compound, the Product and/ or the Finished Product. (d) In the event Xxxxxx elects to make or have made the Compound, the Product and/ or the Finished Product pursuant to Article 8.5(b) or (c) above, SuperGen shall (i) transfer to Xxxxxx or Xxxxxx'x or SuperGen's designated Third Party all information and authorizations useful and necessary with respect to the manufacture...
Sample 1
INVENTORIES AND ALLOCATION. (a) Subject to the receipt of Finished Product from SuperGen in accordance with this Article 8, Xxxxxx shall use its reasonable efforts to maintain adequate inventories of the Finished Product in the Territories to meet the needs of its customers on a timely basis based upon, among other factors, the Sales Forecast, previous demand histories and seasonal trends, and any customers' contractual commitments. SuperGen shall use its reasonable efforts to maintain adequate inventories of Finished Product to meet the needs of Xxxxxx on a timely basis, including but not limited to ensuring that any Third Party manufacturer shall maintain at least [_______________] worth of Finished Product in inventory.
Sample 1

Related to INVENTORIES AND ALLOCATION

  • Collections and Allocations (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than two (2) Business Days after the receipt thereof) identify any Collections received by it as being on account of Interest Collections or Principal Collections and deposit all such Interest Collections or Principal Collections received directly by it into the Collection Account. The Servicer on behalf of the Borrower shall make such deposits or payments on the date indicated by wire transfer, in immediately available funds.

  • Distributions and Allocations All distributions of cash or other property (except upon the Company's dissolution, which shall be governed by the applicable provisions of the Act and Article IX hereof) and all allocations of income, profits, and loss shall be made 100% to the Member in accordance with its Membership Interest. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Member from the Company shall be treated as amounts distributed to the Member pursuant to this Section 7.3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law.

  • Capital Accounts and Allocations (a) CAPITAL ACCOUNTS. A separate capital account (a "Capital Account") shall be established and maintained for each Member, which shall initially be equal to the Capital Contribution of such Member as set forth on Schedule A hereto. Such Capital Accounts shall be maintained in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations, and this Section 5.2 shall be interpreted and applied in a manner consistent with said Section of the Treasury Regulations. The Capital Accounts shall be maintained for the sole purpose of allocating items of income, gain, loss and deduction among the Members and shall have no effect on the amount of any distributions to any Members in liquidation or otherwise. The amount of all distributions to Members shall be determined pursuant to Sections 5.3, 5.4 and 5.5.

  • Book Allocations The net income and net loss of the Company shall be allocated entirely to the Member.

  • Effective Date and Allocations If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.

  • Other Allocations Except as otherwise provided in this Agreement, all items of Partnership income, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Unit Holders in the same proportions as they share Profits or Losses, as the case may be, for the year.

  • Purchase Price and Allocation The price payable by the Purchaser to the Vendor for the Assets shall be Five Million Dollars ($5,000,000) which the parties agree shall be allocated as follows:

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

  • Risk Allocation The Product is Regulatorily Continuing.

  • Gross Income Allocations In the event any Partner has a deficit balance in its Capital Account at the end of any Partnership taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if this Section 6.1(d)(v) were not in this Agreement.

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