INVENTORY LEVELS AND PURCHASE PRICE Sample Clauses

INVENTORY LEVELS AND PURCHASE PRICE. (a) Subject to the terms of SECTION 2.3(b), Purchaser agrees to pay to Seller an aggregate amount equal to (i) one hundred percent (100%) of the PIMS Inventory Value for the Dirty Core and Warranty Inventory, plus (ii) eighty percent (80%) of the PIMS Inventory Value for the New Inventory, plus (iii) fifty percent (50%) of the depreciated book value, up to a maximum of $437,500, for the Fixed Assets (items (i)-(iii), collectively, the "PURCHASE PRICE"). Additionally, Purchaser shall be obligated to pay an amount for In-transit Inventory, in accordance with SECTION 2.5. (b) All Inventory values described in this section are calculated based on the PIMS Inventory Value. Purchaser shall purchase all of the Dirty Core and Warranty Inventory, up to a maximum required amount of $500,000, at a purchase price equal to one hundred percent (100%) of the PIMS Inventory Value. With respect to the New Inventory, Purchaser may reject up to $500,000 of the New Inventory (the "REJECTED INVENTORY"), and Purchaser shall purchase all of the New Inventory less the Rejected Inventory, up to a maximum required amount of $5,800,000, at a purchase price equal to eighty percent (80%) of PIMS Inventory Value. At its sole discretion, Purchaser may purchase any or all of the Excess Inventory. However, notwithstanding any other provision in this Agreement, Purchaser (i) may reject up to $500,000 of the New Inventory no matter what level of New Inventory exists at the Business Location as of the Closing Date, (ii) shall have no obligation to purchase more than $5,800,000 of New Inventory and (iii) shall have no obligation to purchase more than $500,000 of the Dirty Core and Warranty Inventory. Thus, if the inventory levels are maintained as expected, the portion of the Purchase Price attributable to Purchased Inventory will equal $5,140,000 calculated as follows: (c) The Purchase Price shall be payable on the Closing Date by wire transfer of immediately available funds, pursuant to written instructions to be provided by Seller to Purchaser. (d) Notwithstanding the foregoing provisions, no later than the date on which the Bankruptcy Court is scheduled to hold a hearing to approve the Break-up Fee (the "BREAK-UP FEE HEARING DATE"), Purchaser shall cause a Financially Responsible Party (the "DESIGNATED FINANCIALLY RESPONSIBLE PARTY") and Seller shall cause AFCO to enter into a put and call and note purchase agreement among the Designated Financially Responsible Party, AFCO and the Seller,...
Sample 1
AutoNDA by SimpleDocs
INVENTORY LEVELS AND PURCHASE PRICE. (a) On the terms and subject to the conditions set forth in this Agreement, the purchase price payable by Purchaser to Seller for the Purchased Assets shall be an aggregate amount equal to the sum of the following, payable on various dates as described in this SECTION 2.3: (i) eighty-two percent (82%) of the PIMS Inventory Value for all of the items of New Inventory to be purchased by Purchaser in accordance with the terms of this Agreement; plus (ii) one hundred percent (100%) of the depreciated book value for the Fixed Assets; plus (iii) deposits, including security deposits (and prepayments made by Seller under the Assigned Contracts) as set forth in SECTION 2.8 and as specifically described in SCHEDULE 2.3; plus (iv) an amount equal to eighty percent (80%) of the Book Value of any and all of those Accounts Receivable that are less than thirty-one (31) days old as of the Closing Date; plus (v) an amount equal to sixty percent (60%) of the Book Value of any and all of those Accounts Receivable that are greater than thirty (30) days but less than sixty-one (61) days old as of the Closing Date; plus (vi) an amount equal to ten percent (10%) of the Book Value of any and all of those Accounts Receivable that are greater than sixty (60) days but less than ninety-one (91) days old as of the Closing Date; plus (vii) an amount equal to one hundred percent (100%) of the outstanding principal balance of the Auto Parts Finance Company Notes as of the Closing Date, and all accrued interest on the Auto Parts Finance Company Notes outstanding as of the Closing Date,; plus (viii) an amount equal to one hundred percent (100%) of the PIMS Inventory Value for the Dirty Core and Warranty Inventory to be purchased by Purchaser in accordance with the terms of this Agreement; plus (ix) an amount equal to one hundred percent (100%) of the PIMS Inventory Value for each item of the In-transit Inventory to be purchased by Purchaser in accordance with the terms of this Agreement and paid for as contemplated by Section 2.5(c) (the aggregate of such amounts described in subsections (i) through (ix) hereof inclusive, the "PURCHASE PRICE"). Purchaser shall receive any and all of those Accounts Receivable that are greater than ninety (90) days old as of the Closing Date at no cost to the Purchaser. (b) On the Closing Date, Purchaser shall pay to Seller an amount of the Purchase Price in cash, by wire transfer of immediately available funds (pursuant to written instructions to be provid...
Sample 1

Related to INVENTORY LEVELS AND PURCHASE PRICE

  • Minimum Customer Support Requirements for TIPS Sales Vendor shall provide timely and commercially reasonable support for TIPS Sales or as agreed to in the applicable Supplemental Agreement.

  • ESTIMATED / SPECIFIC QUANTITY CONTRACTS Estimated quantity contracts, also referred to as indefinite delivery / indefinite quantity contracts, are expressly agreed and understood to be made for only the quantities, if any, actually ordered during the Contract term. No guarantee of any quantity is implied or given. With respect to any specific quantity stated in the contract, the Commissioner reserves the right after award to order up to 20% more or less (rounded to the next highest whole number) than the specific quantities called for in the Contract. Notwithstanding the foregoing, the Commissioner may purchase greater or lesser percentages of Contract quantities should the Commissioner and Contractor so agree. Such agreement may include an equitable price adjustment.

  • Price Schedule, Payment Terms and Billing, and Price Adjustments (a) Price Schedule: Price Schedule under this Contract is set forth in Exhibit B.

  • Minimum Site Requirements for TIPS Sales (when applicable to TIPS Sale). Cleanup: When performing work on site at a TIPS Member’s property, Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by the TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition. Preparation: Vendor shall not begin a project for which a TIPS Member has not prepared the site, unless Vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in the TIPS Sale Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre‐installation requirements. Registered Sex Offender Restrictions: For work to be performed at schools, Vendor agrees that no employee of Vendor or a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present unless otherwise agreed by the TIPS Member. Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the TIPS Sale at the TIPS Member’s discretion. Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety Measures: Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. Smoking: Persons working under Agreement shall adhere to the TIPS Member’s or local smoking statutes, codes, ordinances, and policies.

  • Baseline For purposes of measuring a reduction in net tax revenue, the interim final rule measures actual changes in tax revenue relative to a revenue baseline (baseline). The baseline will be calculated as fiscal year 2019 (FY 2019) tax revenue indexed for inflation in each year of the covered period, with inflation calculated using the Bureau of Economic Analysis’s Implicit Price Deflator.163 FY 2019 was chosen as the starting year for the baseline because it is the last full fiscal year prior to the COVID– 162 See, e.g., Tax Policy Center, How do state earned income tax credits work?, https:// xxx.xxxxxxxxxxxxxxx.xxx/xxxxxxxx-xxxx/xxx-xx- state-earned-income-tax-credits-work/ (last visited May 9, 2021).

  • Staffing Levels To the extent legislative appropriations and PIN authorizations allow, safe staffing levels will be maintained in all institutions where employees have patient, client, inmate or student care responsibilities. In July of each year, the Secretary or Deputy Secretary of each agency will, upon request, meet with the Union, to hear the employees’ views regarding staffing levels. In August of each year, the Secretary or Deputy Secretary of Budget and Management will, upon request, meet with the Union to hear the employees’ views regarding the Governor’s budget request.

  • Supply Price The price payable by SAVIENT to NOF for the Activated PEG manufactured and supplied by NOF pursuant to SAVIENT’s Firm Orders (“Supply Price”) shall be as set out in Exhibit C, and the price for each order shall be calculated based on SAVIENT’s total Forecast for the Year in which the order is placed regardless of whether NOF shall complete delivery in the Year in which it is ordered. By way of example, if SAVIENT’s Forecast for a particular Year is for [**] kg of the Activated PEG, then orders placed during that Year will be charged at US$[**]/Kg. If at the end of any Year actual orders purchased by SAVIENT do not fall within the applicable quantity range of the original Forecast, then the Price for the Activated PEG purchased during that Year shall be adjusted to reflect that actual volume of Activated PEG purchased by SAVIENT, provided, however, if the actual amount purchased by SAVIENT is less than Forecasted due to [**], then the Price for the Activated PEG purchased by Savient shall be based on [**]. Upon adjustment, if necessary, either SAVIENT shall pay to NOF or NOF shall credit to SAVIENT, as applicable, the balance based on the said adjustment. Any amounts owing by SAVIENT to NOF pursuant to this provision shall be remitted within [**] days of the SAVIENT’s receipt of a reconciliation statement which sets forth in specific detail the amounts purchased by SAVIENT during the Year in question; any credits owing by NOF to SAVIENT shall be applied to [**]. Provided, however, that SAVIENT shall pay to NOF only such amount as corresponds with the amount of Activated PEG which is actually delivered to SAVIENT or SAVIENT’S designee pursuant to the terms of this Agreement.

  • Measuring EPP parameters Every 5 minutes, EPP probes will select one “IP address” of the EPP servers of the TLD being monitored and make an “EPP test”; every time they should alternate between the 3 different types of commands and between the commands inside each category. If an “EPP test” result is undefined/unanswered, the EPP service will be considered as unavailable from that probe until it is time to make a new test.

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

  • Minimum Amounts and Maximum Number of Tranches All borrowings, prepayments, conversions and continuations of Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Loans comprising each Eurodollar Tranche shall be equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof. In no event shall there be more than five Eurodollar Tranches outstanding at any time.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!