Purchase and Sale of Inventory. (a) As of the First Sales Booking Date, Depomed shall sell, convey and assign to Santarus, and Santarus shall purchase and acquire from Depomed, all of Depomed’s right, title
Purchase and Sale of Inventory with Physical Transfer of the Inventory from the Location of an Affiliate of BMS to the Location of an Affiliate of Sanofi. Upon the terms and subject to the conditions of this Agreement, on the Initial Closing Date, BMS shall cause its Affiliates listed in Schedule 2.10 – Part A Column “Selling Companies” (the “Selling Companies”) to sell, transfer, and assign to the Affiliates of Sanofi listed in Schedule 2.10 – Part A Column “Purchasing Companies” (the “Purchasing Companies”) and Sanofi shall cause the Purchasing Companies to acquire and assume from the Selling Companies all right, title, and interest of the Selling Companies in the Transferred Inventory, in accordance with the following provisions. 1 Such Estimated Future Sales will be based on the estimated quantities set forth in Schedule 2.10 plus pending orders minus projected sales until Initial Closing Date.
(i) The location of the Transferred Inventory in each Territory is set forth on Schedule 2.10 – Part A Column “Seller’s Premises” (the “Seller’s Premises”). As soon as practicable following the Initial Closing Date and no later than the [*] Day following the Initial Closing Date, the relevant Selling Company and Purchasing Company shall commonly perform a physical stock-take of the Transferred Inventory at the Seller’s Premises, and each Selling Company shall make available within [*] Days to the Purchasing Company the Transferred Inventory in accordance with Ex-Works Incoterms 2010 at the relevant Selling Company.
(ii) Within [*] Days following the date of the physical stock-take, the relevant Purchasing Company shall notify the Selling Company in writing regarding (a) the quantities of Products actually delivered to the Purchasing Company, it being specified that the Purchasing Company shall be entitled to return for each Product any quantities of such Product that do not meet the definition of Transferred Inventory and that such quantities of Products returned to the Selling Company (at the Selling Company’s sole expense) shall not be included in the Transferred Inventory and (b) the aggregate valuation of the Transferred Inventory calculated by multiplying (i) the Unit Cost of each item of the Transferred Inventory by (ii) the quantity of each item of such Transferred Inventory (the aggregate value of all such multiplications hereinafter the “Transferred Inventory Purchase Price”).
(iii) The Selling Company shall have the right to review all working papers and procedures used to determine...
Purchase and Sale of Inventory a. ARE agrees to purchase from Screeem! and Screeem! agrees to sell to ARE: (i) spring season inventory designated by Xxxx Xxxxxxxx in an amount equal to $500,000, valued at original cost, and (ii) fall season inventory designated by Xxxx Xxxxxxxx in an amount equal to $400,000, valued at original cost (collectively, the "Inventory"). Screeem! shall deliver the Inventory to ARE's New Jersey warehouse within twenty-one (21) days following the date hereof.
Purchase and Sale of Inventory. (a) Subject to the terms and conditions of this Agreement, each Seller hereby sells, assigns, transfers and conveys to the Purchaser, on the Effective Date and from time to time thereafter, all its respective right, title and interest, in, to and under all Inventory existing as of March 1, 1998 and thereafter maintained from time to time, as provided in paragraph (b) below, and all related rights (but none of the obligations) of each such Seller with respect to Inventory.
(b) On the Effective Date and on each subsequent date, as the case may be (each, an "Inventory Purchase Date"), all of each Seller's right, title and interest in and to (i) in the case of the Effective Date, all Inventory existing as of March 1, 1998 and (ii) in the case of each such subsequent date of purchase, all Inventory (if any) acquired by a Seller on such date and then owned by such Seller shall be immediately and automatically sold, assigned, transferred and conveyed to the Purchaser pursuant to paragraph (a) above without any further action by the related Seller or any other Person.
(c) All sales of Inventory by each Seller hereunder shall be without recourse to, or representation or warranty of any kind (express or implied) by, the related Seller, except as otherwise specifically provided herein and except as the provisions of Section 10.1 of the Inventory Processing and Servicing Agreement may be applicable to a Seller in its capacity as Servicer. The foregoing sale, assignment, transfer and conveyance does not constitute and is not intended to result in a creation or assumption by the Purchaser of any obligation of the related Seller or any other Person in connection with the Inventory or any agreement or instrument relating thereto, including any obligation to any Person from which such Inventory was acquired.
(d) In connection with the foregoing conveyances, each Seller agrees at its own expense, (i) to indicate on the computer files and other physical records relating to its Inventory that all Inventory included in such list or print-out has been sold to the Purchaser in accordance with this Agreement and (ii) in the case of LTV Steel and Georgia Tubing, to deliver to the Purchaser a Sales and Valuation Report prepared as of a date no earlier than thirty Business Days prior to the Effective Date.
Purchase and Sale of Inventory. On the terms and subject to the conditions of this Agreement, Buyer shall purchase and acquire from the Seller, and Seller will sell, convey, transfer, assign, and deliver to Buyer, all right, title, and interest (record and beneficial) in and to Seller’s Inventory, or any portion thereof, free and clear of all liens (other than restrictions imposed on transfer under applicable federal and/or state securities Laws or regulations) at a price for each item of Inventory to be agreed upon between the Parties at least ten (10) business days before the Closing or at a time as otherwise mutually agreed by the Parties.
Purchase and Sale of Inventory. At the Effective Time, on the terms and subject to the conditions hereof and in reliance upon the representations, warranties and covenants contained herein and in consideration of the Inventory Cost paid to Seller by Buyer, Seller will sell, convey, transfer, assign and deliver to the Buyer, and the Buyer will purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Inventory; provided, however, Buyer shall only be required to purchase up to $6.5 million of Inventory hereunder (the “Inventory Cap”) and Seller shall retain all Inventory (other than the Clinical Trial Inventory) in excess of the Inventory Cap.
Purchase and Sale of Inventory. ASSETS")
Purchase and Sale of Inventory. Subject to the terms and conditions of this Agreement, from time to time after the Closing Date (as hereinafter defined), Seller shall sell, transfer and
Purchase and Sale of Inventory. Subject to the terms and conditions of this Agreement, on the Initials Closing Date (as hereinafter defined), Seller shall sell, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Initials Inventory LDP Cost (as hereinafter defined) the Existing Continuing Initials Inventory (as hereinafter defined). As used herein, "Existing Continuing Initials Inventory" shall mean (i) those items of inventory from Seller's "Initials" replenishment program inventory (the "Initials Inventory") listed on Schedule 3.1 and existing at the Initials Closing, and (ii) those items of Initials Inventory, including piece goods and finished goods, purchased by Seller after the date hereof and prior to the Initials Closing with the prior written approval of Buyer, and existing at the Initials Closing; provided Seller shall have the right to exclude from the Existing Continuing Initials Inventory to be purchased by Buyer those items for which Seller has firm purchase orders in place on the Initials Closing Date, which orders were placed in the ordinary course of Seller's business. The Existing Continuing Initials Inventory will be subject to the provisions of Section 3.4.
Purchase and Sale of Inventory. At the Effective Time, on the terms and subject to the conditions hereof and in consideration of the Purchase Price (as allocated pursuant to SECTION 2.7) paid to Seller by Purchaser, Seller and Seller Sub will (and, as applicable, will cause their respective Affiliates to) sell, convey, transfer, assign and deliver to Purchaser, and Purchaser will purchase, acquire and, in accordance with SECTION 3.2(A)(I), take delivery from Seller and Seller Sub (and, as applicable, their respective Affiliates) of all of Seller's and Seller Sub's (and, as applicable, their respective Affiliates') right, title and interest in and to the Inventory.
