Inventory Disposition. In the event of termination under any part of paragraph 18.1, Company will purchase from Contractor all Finished Goods and Materials inventory necessary to fulfill Company Purchase Order(s) up to the effective date of termination (e.g., 360 days after written notice if termination is without cause). Contractor agrees, in the event of termination to, (i) not place purchase orders for Materials to be delivered later than the effective date of termination, (ii) terminate all open purchase orders for Materials for more than the quantity of Die and/or Product authorized by Company Purchase Order(s) for delivery up to the effective date of termination, (iv) pursue the return for refund or credit of Materials already received but not in Manufacture that will not be needed, and (v) follow all reasonable instructions to minimize the cost of such termination to Company, including instructions concerning the minimization of any excess inventory remaining at the effective date of termination.
Inventory Disposition. Company will purchase from Contractor all Finished Goods and Materials inventory necessary to fulfill Company Purchase Order(s) up to the effective date of termination which Purchase Order(s) are not filled by Contractor. Contractor agrees, in the event of termination to (i) not place purchase orders for Materials to be delivered later than the effective date of termination, (ii) terminate all open purchase orders for Materials for more than the quantity of Product authorized by Company Purchase Order(s) for delivery up to the effective date of termination, (iii) pursue the return for refund or credit of Materials already received but not in Manufacture that will not be needed, and (iv) follow all reasonable instructions to minimize the cost of such termination to Company, including instructions concerning the minimization of any excess inventory remaining at the effective date of termination.
Inventory Disposition. Upon termination or expiration of this Agreement for any reason, Customer will purchase, or cause a third party to purchase, all remaining Proprietary Products and Special Order Products in SYSCO’s inventory at SYSCO’s Cost plus a reasonable transfer and warehouse handling charge. In such event, Customer will purchase or cause to be purchased all perishable Proprietary Products and Special Order Products within ____ days of the termination of this Agreement and all frozen and dry Proprietary Products and Special Order Products within ____ days of the termination of this Agreement, and Customer hereby guarantees payment for such Product purchased by a third party designated by Customer.
Inventory Disposition. Upon payment of the Settlement Amount, the Parties agree that Jabil hereby irrevocably sells, assigns, transfers, conveys, grants bargains, and delivers to Cutera, all of its right, title, and interest in and to the assets listed in Attachment 1 to this Agreement (“Purchased Assets”). Incoterms 2020 “EXW” (Ex Works) will apply to the shipment of the Purchased Assets and will be deemed delivered in accordance thereto. Cutera shall arrange for a courier to pick up the Purchased Assets from Jabil’s facilities no later than 4:00 pm April 26, 2024 (local time to Jabil’s facility). Cutera may request a delay in pick-up after April 26, 2024, provided that any extension must be mutually agreed upon in writing. For the avoidance of doubt, once the First Jabil Payment has been received by Jabil, title to the Purchased Assets will transfer to Cutera and thereafter held by Jabil in consignment until Cutera arranges for its removal from Jabil’s facility in accordance with the foregoing. Cutera will be responsible for all costs associated with transporting the Purchased Assets to Cutera’s desired location. Cutera may, before the removal of the Purchased Assets from Jabil’s facility, conduct a count of the Purchased Assets to ensure such Purchased Assets are present. Cutera shall conduct a count of all Purchased Assets received at the facility designated by Cutera and the Parties shall conduct a reconciliation of the items received to the inventory list included in Attachment 1. Jabil has a right to be present for the count and reconciliation at Cutera’s facilities, and Cutera shall permit representatives from Jabil to be present for such count and reconciliation. Jabil shall cooperate with the reconciliation and provide all reasonable documentation to verify the Purchased Assets in Attachment 1. If, during such count and reconciliation thereof to the inventory list of Purchased Assets found in Attachment 1, there is a discrepancy in the quantity of the Purchased Assets, received by Cutera from what is identified in Attachment 1, or a discrepancy in the valuation of the Purchased Assets, then Jabil shall true-up Cutera for the amount of missing Purchased Assets or valuations thereof (“True-Up Amount”). For the avoidance of doubt, Final Jabil Payment and the True-up Amount shall not be affected if any quantity of Purchased Assets are lost or damaged during transit to Cutera’s facility. Cutera shall complete any such count and reconciliation within thirty (30) business day...
Inventory Disposition. If (i) there is no movement of a Proprietary Product within a thirty (30) day period of time at either any Operating Company or at any Forward Warehouse (such Proprietary Product being referred to herein as an “Obsolete Product”) or (ii) this Agreement terminates for any reason or expires, Customer will purchase, or cause a third party to purchase, all remaining Obsolete Products and, in the case of termination or expiration of this Agreement, all Proprietary Products and Special Order Products (whether in Sysco’s inventory, in transit or at Sysco’s docks) at Sysco’s Cost plus a reasonable transfer and warehouse handling charge. In either event, Customer will purchase or cause to be purchased all perishable Obsolete Products or, in the case of termination or expiration of this Agreement, all perishable Proprietary Products and Special Order Products, within seven (7) days of written notification of non-movement or the termination or expiration of this Agreement, as the case may be, and all frozen and dry Obsolete Products, or, in the case of termination or expiration of this Agreement, all remaining Proprietary Products and Special Order Products, within fourteen (14) days of written notification of non-movement or the termination or expiration of this Agreement, as the case may be. Customer guarantees payment for such Product purchased by a third party designated by Customer which obligation shall survive the expiration or termination of this Agreement. Payment terms for Product purchased under this Section 9.2.8 will be the same as established in or pursuant to Section I 0.1 or if the purchase is triggered by the expiration or termination of this Agreement, within the fourteen (14) days of termination of this Agreement or the established payment terms, whichever is earlier. For purposes of this Agreement, “Sysco’s Cost” is the Cost of the Product, as determined in accordance with Section 6.3, without regard to any Supplier Guaranteed Distributor Cost or Supplier Allowance.
Inventory Disposition. Trimble may request, in writing, Flextronics to return, scrap or perform some alternative form of disposition with respect to any TCE within [***] of such request or notice. For each request (which may include one or more components) Flextronics will charge [***] to be paid by Trimble [***] during the reconciliation process. Trimble shall be responsible for any and all taxes payable by Flextronics in connection with the requested action referenced in this paragraph E within [***] of Flextronics’s incurring such taxes. Any TCE to be shipped to Trimble or its designee shall be delivered to Trimble F.C.A. (Incoterms 2000) Flextronics’s and/or the applicable 3PL facility. Any TCE originating from or physically located at the Flextronics Guadalajara facility or 3PL located within Mexico cannot be re-sold within the borders of the country of Mexico.
Inventory Disposition. If (i) there is no movement of a Proprietary Product or special order Product within a thirty (30) day period of time or its shelf life, whichever is shorter, at either any Operating Site or at any forward warehouse, or (ii) any Proprietary Product or special order Product is in Sysco’s inventory following termination or expiration of this Agreement (such Product in either scenario being referred to as “Obsolete Product”), Customer will purchase, or cause a third party to purchase, all Obsolete Products at Sysco’s Cost plus a reasonable transfer and warehouse handling charge no later than (a) seven (7) days for perishable Obsolete Product and (b) fourteen (14) days for dry and frozen Obsolete Product, in each case following Sysco’s written notification of non-movement or the termination/expiration of this Agreement. Subject to Sysco diligently attempting to sell such Product and mitigate losses, Customer guarantees payment for Obsolete Product purchased by a third party designated by Customer which obligation shall survive the expiration or termination of this Agreement. Payment terms will be the same as established in Section 6.1 for non-moving Obsolete Product or Section 1.2 for Obsolete Product in inventory following termination/expiration. For purposes of this Agreement, “Sysco’s Cost” is the Cost of the Product, as determined in accordance with Schedule 3, without regard to any Supplier Guaranteed Distributor Cost or Supplier Allowance.
Inventory Disposition. Upon termination, Manufacturer will purchase --------------------- back from Distributor, at the current Distributor price as defined in Appendix A less any credits or Product price adjustments, all Product in Distributor inventory that is in unopened, unused, and in otherwise like new condition. Distributor shall suitably package the Product for return shipment to the Manufacturer in accordance with standard shipment practice for the type and size of the Product(s) to be returned. Distributor shall not return product to Manufacturer without prior receipt of a Return Merchandise Authorization. Distributor will bear all transportation, duties and other costs associated with the Product return to Manufacturer.
