Inventory Payments Clause Samples

The Inventory Payments clause defines the terms and conditions under which payments for inventory are to be made between parties. Typically, it outlines the schedule, method, and triggers for payment, such as upon delivery, inspection, or acceptance of goods. For example, it may require payment within 30 days of receiving an invoice for delivered inventory or specify partial payments based on delivery milestones. This clause ensures that both buyer and seller have a clear understanding of when and how inventory payments will occur, reducing the risk of disputes and supporting smooth business transactions.
Inventory Payments. (i) On the twentieth day of each February, May, August and November following the Closing (each a “Payment and Accounting Date”) and ending on the first Payment and Accounting Date following the five year anniversary of the Closing Date, the Buyer shall deliver to the Seller a detailed accounting in the form attached hereto as Exhibit 1.3(b) (the “Inventory Accounting”) of each item of Inventory consumed or otherwise used by the Buyer (the “Consumed Inventory”) during the immediately preceding calendar quarter and Seller’s cost thereof (“Seller’s Cost of Consumed Inventory”). The Inventory Accounting shall be certified by the Buyer’s chief financial officer as being true and accurate in all respects. For purposes of calculating Seller’s Cost of Consumed Inventory, the unit cost set forth on Schedule 1.1(a)(i) shall govern. Commencing with the Payment and Accounting Date on which the aggregate Seller’s Cost of Consumed Inventory shall have exceeded two million two hundred seventy thousand five hundred forty one dollars ($2,270,541.00), the Buyer shall pay to the Seller by wire transfer of immediately available funds to an account designated by the Seller an amount equal to the Seller’s Cost of Consumed Inventory in excess of the sum of (x) two million two hundred seventy thousand five hundred forty one dollars ($2,270,541.00) and (y) any amounts previously paid to the Seller, if any, by operation of this Section 1.3(b). The aggregate payments pursuant to this Section 1.3(b)(i) shall not exceed the Inventory Cap. The Buyer shall consume an item available in Inventory prior to consuming that same item from another inventory source. To the extent the Buyer shall consume or use any specific item of inventory in lieu of a specific item of Inventory at a time when that specific item of Inventory is available for consumption and use, the Buyer shall be deemed to have consumed Inventory for purposes of calculating the amounts payable hereunder. (ii) Should any specific items of Inventory be found to be unusable (“Unusable Inventory”) through no fault of the Buyer (e.g., design changes following Closing or Buyer breakage), the Buyer shall provide a list of such Unusable Inventory items and associated costs to the Seller on the next Payment and Accounting Date, and, at the written request of the Seller, deliver at the Seller’s cost such items of Unusable Inventory to the Seller together with a written explanation as to why such items are unusable. To the extent the S...
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Inventory Payments. Connetics shall buy the Inventory pursuant to Section 4.1 (less any amounts shipped by Roche between the Signing Date and the Closing Date) and will make the payment to Roche within thirty (30) days after Connetics receives such Inventory. The cost for Inventory is set forth in Schedule 4.1.
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Inventory Payments. Purchaser shall pay to Seller the WMS Inventory Value upon delivery of the Initial WMS Inventory FOB Indy, and Purchaser shall pay to Seller the Additional Inventory Purchase Price upon confirmation of the quantities of such inventory received at ▇▇▇▇▇▇▇▇ warehouses after the Closing Date and the Second Closing Date, respectively, as provided in Section 8.2 below.
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Inventory Payments. 20 ARTICLE IV.
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Inventory Payments. IWI will pay Universal Manufacturing weekly for inventory, which has been delivered to IWI.
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Inventory Payments. The Licensee shall purchase from Licensor all inventory items set forth on the Addendum to Exhibit 2 currently representing $[**] in the United States and approximately $[**] outside the United States to be adjusted through April 30, 2000. In addition, Licensee shall advise Licensor of any additional inventory in the United States to be purchased that is indicated as Potential Sets on the Addendum to Exhibit 2, not later than May 1, 2000. Licensor will provide Licensee its most current inventory lists as of March 31, 2000. For inventory items outside the United States Licensee shall have 60 days from the closing date of this Agreement to inspect and approve of such inventory items, and the amounts to be paid on the following schedule shall be adjusted downward for disapproved items. Adjustments will first be deducted from the January 2001payment, and then the immediately preceding payments, if necessary. Otherwise, the schedule of inventory payments will be as follows: [**] -------------------------------------------------------------------------------- THE SYMBOL '[**]' IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE COMMISSION. 3 Licensor shall hold a lien on Product inventory in an amount not to exceed the balance owed to Licensor, until the final amount of the inventory transferred is fully paid. However, such lien will be subordinate to any claim(s) of the Licensee's lending financial institution.
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Related to Inventory Payments

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. (c) For any item of Inventory consisting of Eligible Inventory in any Transaction Report, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned (except to the extent of any refurbished Inventory in salable condition), consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and the Liens permitted under clause (j) of the definition of Permitted Liens; and (v) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 7.2).

  • As to Equipment and Inventory Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory in transit and Inventory sold in the ordinary course of business) at the places therefor specified in Section 3.1.1 or, upon 30 days' prior written notice to Agent, at such other places in a jurisdiction where all representations and warranties set forth in Article III (including Section 3.1.6) shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 shall have been taken with respect to the Equipment and Inventory; (b) with respect to any Equipment or Inventory in the possession or control of any Third Party or any of Grantor's agents, notify such Third Party or agent of Agent's security interest in such Equipment or Inventory and, upon Agent's request following the occurrence and during the continuance of an Event of Default, direct such Third Party or agent to hold all such Equipment or Inventory for Agent's account and subject to Agent's instructions; (c) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer's manual; and forthwith, or in the case of any material loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to Agent a statement respecting any loss or damage to any of the Equipment within ten (10) business days after Grantor obtains knowledge of any such loss or damage; and (d) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with Generally Accepted Accounting Principles have been set aside.

  • Accounts Receivable and Accounts Payable (a) All Accounts Receivable reflected on the Financial Information, and to be in existence on the Closing Date, represent sales actually made or leases entered into in the ordinary course of business or valid claims as to which substantial performance has been rendered. Except as set forth in the Disclosure Schedule or to the extent reserved against, no material counterclaims or offsetting claims with respect to the Accounts Receivable are pending or, to the knowledge of the Seller, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoice. (b) The accounts payable of each Company reflected on the Financial Information and to be in existence on the Closing Date arose, or will arise, from bona fide transactions in the ordinary course of business, and all such accounts payable either have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except in the ordinary course of business.

  • Inventory To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

  • Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.