Inventory Purchase Obligation. “Trigger Event” means the earliest of: (i) a resourcing by a Customer permitted under the terms of this Agreement of some or all of its Component Part production from Supplier (provided that a resourcing by a Customer of less than all of its Component Parts shall trigger a purchase obligation only as to Inventory related to the Resourced Component Parts); (ii) an Event of Default occurs under this Agreement or the Loan Documents and, in connection with such Event of Default, such Customer invokes its right of access under the Access Agreement (as defined below) (provided that a right of access invoked as to less than all of Supplier’s facilities shall constitute a Trigger Event only as to Inventory located at the facility at which the right of access is invoked); (iii) the date on which the Forbearance Period under the Forbearance Agreement terminates and Agent Bank advises Customers and Supplier in writing that it is declining an advance request by Supplier on two or more consecutive days and that it is exercising its rights under this Section; or (iv) the date on which the Term terminates or expires as to any Customer or any plant (but the Term shall only be deemed terminated with respect to such Customer or such plant) unless and except to the extent the Term ends due to a closing of a Transaction that includes purchase of Supplier’s Inventory. Subject to the terms and conditions hereof including without limitation Section 2.C above, for the sole and exclusive benefit of Lending Group, upon the occurrence of a Trigger Event, Supplier shall utilize good faith efforts to cause all raw materials and work-in-process used in the production of Component Parts for such Customer(s) (or, if a Resourcing Notice has been received prior to the end of the Term, only with respect to such raw materials and work-in-process used in the production of Resourced Component Parts) to be converted to finished goods inventory within ten (10) days thereafter. Upon a Trigger Event, such Customer agrees to purchase from Supplier, Agent Bank, any receiver for Supplier, any bankruptcy trustee, or any other party lawfully acting for the benefit of the Agent Bank or Supplier as applicable (the “Inventory Obligation”) all of Supplier’s raw materials and finished goods inventory wherever located, in each case only to the extent they are “useable” and “merchantable” and related to the Resourced Component Parts (collectively, “Customer Inventory”); provided that (1) in the event of a res...
Inventory Purchase Obligation. Buyer shall purchase within 30 days after the Closing Date at Seller’s cost all usable and undamaged inventory components owned by Seller and used or usable in the Defined Business.
