Inventory; Right to Purchase Clause Samples
The 'Inventory; Right to Purchase' clause establishes a party's entitlement to buy certain goods or inventory from another party, typically under specified terms and conditions. In practice, this clause may outline the types of inventory covered, the process for exercising the purchase right, and any limitations such as quantity, timing, or pricing mechanisms. Its core function is to ensure that the purchasing party has a clear and enforceable opportunity to acquire inventory, thereby providing certainty and facilitating business planning for both parties.
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Inventory; Right to Purchase. Not later than forty-five (45) days prior to the expiration of this Agreement or within ten (10) days after the termination of LICENSEE's rights under this Agreement, LICENSEE shall furnish to GUESS a certificate listing its inventory of Products on hand (which shall include, without limitation, all used components and packaging) and work in progress (including without limitation, raw materials and ingredients) together with the location thereof. At GUESS's expense, GUESS shall have the right to conduct a physical inventory of such Products and work in progress. GUESS or its designee shall have the option (but not the obligation) to purchase from LICENSEE all or any part of its respective inventory of Products on hand (which shall include without limitation, all used components and packaging, and raw materials and ingredients) upon the following terms:
(a) GUESS shall notify LICENSEE of its or its designee's intention, if any, to exercise this option within thirty (30) days after GUESS's receipt of such certificate and shall specify which of the Products are to be purchased;
(b) the price for components, raw material and the Product shall be at LICENSEE's actual cost;
(c) LICENSEE shall deliver Products purchased by GUESS or its designee within thirty (30) days or as specified by GUESS after receipt of the notice of GUESS's or its designee's intention to purchase the inventory; and
(d) payment shall be due upon delivery; provided, however, that GUESS may deduct from the purchase price for such Products any amounts owed it by LICENSEE.
Inventory; Right to Purchase. Licensee shall immediately deliver --------------------------- to Hilfiger an Inventory Schedule. The Inventory schedule will be prepared as of the close of business on the date of such termination and will reflect the direct cost of each Licensed Product (actual manufacturing cost, not including overhead or any general or administrative expenses). Hilfiger will have the right to conduct a physical inventory of Licensed Products in Licensee's possession or control. Hilfiger will have the option, exercisable by notice to Licensee, within thirty (30) days after its receipt of the complete Inventory Schedule, to purchase any or all of the Inventory for an amount equal to Licensee's cost. In the event Hilfiger sends such notice, Hilfiger may collect the Inventory it elects to purchase within ninety (90) days after Hilfiger's notice.
Inventory; Right to Purchase. Upon expiration or termination of this Agreement for any reason, Licensee shall immediately notify bebe of the Products remaining in Licensee's possession or under its control and unsold on the date of termination or expiration (the "Remaining Inventory"). bebe shall have the option (but not the obligation), upon notice to Licensee within thirty (30) days after receipt of Licensee's inventory of the Products, to repurchase all or any part of the Remaining Inventory at a price equal to the price paid by Licensee for the Products plus freight and duties (unless Licensee can obtain duty reimbursement). Licensee shall deliver products purchased by bebe within fifteen (15) days after receipt of the notice of bebe's intention to purchase the inventory. Payment shall be due upon delivery, provided, however, that bebe may deduct from the purchase price for such Products any mount owed to it by Licensee.
Inventory; Right to Purchase. Within ten (10) business days after expiration of the Term or termination of this Agreement, Licensee shall deliver to Licensor an Inventory Schedule. The Inventory Schedule shall be prepared as of the close of business on the date of such expiration of the Term or termination of this Agreement and shall reflect the direct cost of each Licensed Product (actual manufacturing cost, not including overhead or any general or administrative expenses). Licensor shall have the right to conduct a physical inventory of Licensed Products in Licensee's possession or control provided that such physical inventory shall only be done at a mutually agreeable time and in the presence of a representative of Licensee. Licensor shall have the option, exercisable by notice to Licensee, within thirty (30) days after its receipt of the complete Inventory Schedule, to purchase any or all of the Inventory for an amount equal to Licensee's cost. In the event Licensor sends such notice, Licensor shall collect and pay for the Inventory it elects to purchase within sixty (60) days after Licensor's notice.
Inventory; Right to Purchase. Licensee shall immediately deliver to Sweetface an Inventory Schedule. The Inventory Schedule will be prepared as of the close of business on the date of such termination and will reflect the direct cost of each Licensed Product (actual manufacturing cost, not including overhead or any general or administrative expenses). Sweetface will have the right to conduct a physical inventory of Licensed Products in Licensee's possession or control. Sweetface will have the option, exercisable by notice to Licensee, within thirty (30) days after its receipt of the complete Inventory Schedule, to purchase any or all of the Inventory for an amount equal to Licensee's cost. In the event Sweetface sends such notice, Sweetface may collect the Inventory it elects to purchase within sixty (60) days after Sweetface's notice.
Inventory; Right to Purchase. Not later than forty-five (45) days prior to the expiration of this Agreement or within seven (7) days after the termination of LICENSEE's rights under this Agreement, LICENSEE shall furnish to GUESS a certificate listing its inventory of Products on hand (which shall include, without limitation, all materials and packaging for the manufacture and marketing of Products) and work in progress together with the location thereof. GUESS shall have the right to conduct a physical inventory of such Products and work in progress. GUESS shall have the option (but not the
Inventory; Right to Purchase. Within 10 days of the expiration or termination of the Agreement, Licensee shall deliver to THL a complete schedule of Licensee’s inventory of Licensed Products (whether on hand or in transit) and of related work in progress (“Inventory”) as of the close of business on the date of such expiration or termination which shall reflect the Landed Cost of each Licensed Product. THL shall have the option, exercisable by notice to Licensee, within 30 days after its receipt of such schedule, to purchase any or all of the Inventory at [***] (other than Inventory required to consummate sales of Licensed Products which were firm on the date of such expiration or termination). Percentage Royalties shall not be payable with respect to the purchase of the Inventory by THL. If THL sends such notice, THL may collect the Inventory it elects to purchase within 90 days after THL’s notice. THL will pay for the Inventory upon collection. If THL does not send such notice, Licensee may dispose of its Inventory for a period of [***] days (the “Disposal Period”), subject to Sections 14.4 (f) and (g); provided, however, that such disposition shall continue to be subject to Licensee's obligations hereunder, including, without limitation, with respect to the payment of royalties and the approval of customers. Licensee shall have the right, in connection with such disposal, to use the Labels during the Disposal Period. At the end of the Disposal Period, or if none, upon such termination, any Licensed Products remaining in Licensee’s possession or control shall, at the request of THL, be destroyed. THL shall have the right at any time to conduct a physical inventory of the Licensed Products then in Licensee’s possession or control.
Inventory; Right to Purchase. Within ten (10) business days after such termination or expiration, Licensee shall deliver to Hilfiger an Inventory Schedule. The Inventory Schedule will be prepared as of the close of business on the date of such termination and will reflect the direct cost of each Licensed Product (actual manufacturing cost, not including overhead or any general or administrative expenses). Hilfiger will have the right to conduct a physical inventory of Licensed Products in Licensee's possession or control provided that such physical inventory will only be done at a mutually agreeable time and in the presence of a representative of Licensee. Hilfiger will have the option, exercisable by notice to Licensee, within thirty (30) days after its receipt of the complete Inventory Schedule, to purchase any or all of the Inventory for an amount equal to Licensee's cost. In the event Hilfiger sends such notice, Hilfiger will collect and * CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24 b-2 OF THE 1934 ACT. pay for the Inventory it elects to purchase within sixty (60) days after Hilfiger's notice.