Inventory Payment. On one or more occasions, on a country per country basis at any time, but in any event within [*] Business Days after the applicable Transfer Approval Date, Merck Serono will deliver to BioMarin a statement (each one the “Inventory Statement”) setting forth the Inventory Amount. For clarification purposes, Merck Serono may prepare a partial Inventory Statement before an applicable Transfer Approval Date and/or aggregate the Inventory of several countries into a single Inventory Statement for delivery when efficient for both Parties. After delivery of the Inventory Statement, BioMarin shall be permitted reasonable access to review Merck Serono’s financial records used to prepare the Inventory Statement. Upon receipt, BioMarin or any Affiliate of BioMarin shall make a cash payment to Merck Serono in an amount equal to the Inventory Amount (the “Inventory Payment”) within [*] Business Days after BioMarin’s receipt of the Inventory Statement. If BioMarin objects to the Inventory Statement, then BioMarin shall deliver to Merck Serono a statement setting forth its objections to the calculation of the Inventory Amount in reasonable detail and stating BioMarin’s calculation of the amount believed by BioMarin in good faith to be the correct calculation of the Inventory Amount. If BioMarin does not deliver such a statement within [*] Business Days after delivery of the Inventory Statement, the Inventory Statement shall be final, binding and non-appealable by the Parties. If BioMarin timely delivers such a statement and Merck Serono does not agree with BioMarin’s calculation, then [*].
Inventory Payment. Company shall pay to Amgen, within [*] after receipt of the two (2) Product Lots delivered pursuant to Section 5.4 (Product Supply), each of which shall meet the quality requirements for such Product Lots set forth in the Quality Agreement, a non-refundable, non-creditable inventory payment of [*] (it being agreed and understood by the Parties that no such inventory payment shall be due and payable if Amgen fails to deliver both Product Lots as contemplated hereunder).
Inventory Payment. All inventory shall be transferred to IDW at Closing and all transferred inventory shall be tracked by IDW. Under no circumstances shall IDW be obligated to use any of the transferred inventory. In the event, IDW uses the transferred inventory it may use such inventory without any payment to TFS so long as the value of the used inventory does not exceed $2 million ("Initial Inventory"). The inventory shall be valued at the book value of the inventory on the Closing Date (the "Book Value"). For any used inventory in excess of the Initial Inventory, IDW shall pay TFS for the used inventory at the Book Value. Commencing on the Closing Date and terminating one (1) year from the Closing Date (the "Anniversary Date"), IDW shall track the inventory used during each ninety (90) day period. After each ninety (90) day period, IDW shall identify the amount of inventory used during such period, if any, and make a payment to TFS for any used inventory in excess of the Initial Inventory ("Inventory Payment"). At the end of the one year period, at the election of TFS, IDW will ship and transfer all unused inventory to TFS at TFS sole expense.
Inventory Payment. Purchaser will pay to Spectrum, for Inventory purchased pursuant to the Supply Agreement, an amount determined in accordance therewith.
Inventory Payment. Subject to the terms and conditions of this Agreement, Purchaser will pay to Bayer an amount equal to Bayer’s Fully Loaded Standard Cost or such other amount based on Bayer’s Fully Loaded Standard Cost to be mutually agreed between the parties of all Transferred Inventory at the time such Transferred Inventory is transferred to Purchaser (such amount determined in accordance with the Inventory Agreement). It is agreed that the timing of payment and the timing of transfer of inventory title may be varied by country by mutual agreement of the parties.
Inventory Payment. Within five (5) days of the Inventory Transfer, Purchaser shall pay to Seller Five Hundred Thousand US Dollars ($500,000) (the “Inventory Payment”).
Inventory Payment. All inventory shall be transferred to IDW at Closing and all transferred inventory shall be tracked by IDW. Under no circumstances shall IDW be obligated to use any of the transferred inventory. Notwithstanding the foregoing, IDW shall be required to use each line item of the transferred inventory before it uses any newly purchased identical inventory line item. In the event, IDW uses the transferred inventory it may use such inventory without any payment to TFS so long as the value of the used inventory does not exceed $2 million ("Initial Inventory"). The inventory shall be valued at the market value of the inventory when consumed. For any used inventory in excess of the Initial Inventory, IDW shall pay TFS for the used inventory at the market value when consumed. Commencing on the Closing Date and terminating one (1) year from the Closing Date (the "Anniversary Date"), IDW shall track the inventory used during each ninety (90) day period. After each ninety (90) day period ("Inventory Audit Period"), IDW shall identify the amount of inventory used during such period, if any, and make a payment to TFS for any used inventory in excess of the Initial Inventory ("Inventory Payment"). If TFS desires to review any information relating to the Inventory Payment or lack thereof, for a period of thirty (30) days from the end of the respective Inventory Audit Period, TFS shall have the right to review such information at IDW's corporate office in Roseville, California, provided, however, (i) TFS shall provide IDW with reasonable prior written notice, (ii) the review shall take place in person at a reasonable time and in a manner so as not to interfere with the normal operations of IDW, (iii) no copies of any documents shall be made without the prior written consent of IDW, (iv) any such review will be subject to supervision by IDW, and (v) TFS shall bear the sole expense of any such review. All information relating to IDW that is not known to the public or identified by IDW as confidential shall be deemed "confidential." In connection with any confidential information of IDW or IDW HK, TFS shall not disclose or use the confidential information for any purpose or in any manner whatsoever and shall execute a confidential non-disclosure agreement at IDW's request. At the end of the one year period, at the election of TFS, IDW will ship and transfer all unused inventory to TFS at TFS sole expense."
Inventory Payment. The parties agree that the amount established by the parties as the fair market value for the inventory has been paid by Purchasers to Sellers and no amount is owed by Purchaser for inventory. This amount was paid to Sellers on June 1, 2019.
Inventory Payment. (a) If the Inventory Transfer Price is greater than the Estimated Inventory Transfer Price, Purchaser shall pay such difference to Xxxxxx by wire transfer of immediately available funds to the account designated by Xxxxxx within five days following the determination of the Inventory Transfer Price in accordance with Section 4.3.
(b) If the Estimated Inventory Transfer Price is greater than the Inventory Transfer Price, Xxxxxx shall pay such difference to Purchaser by wire transfer of immediately available funds to the account designated by Purchaser within five days following the determination of the Inventory Transfer Price in accordance with Section 4.3.
Inventory Payment. On the Closing Date, Buyer and Seller shall take an inventory of consumable and disposable medical supplies at the Facility and determine the actual cost of such items. Within fifteen (15) days of Buyer's receipt of a copy of the said Inventory, a statement from Seller setting forth the actual cost of same, and documentation confirming such cost determination, Buyer shall remit such amount to Seller in cash (the "INVENTORY PAYMENT").
