Purchase of Inventories Sample Clauses

Purchase of Inventories. The parties have been engaged in ongoing discussions regarding the identification of various inventories that Flextronics currently holds on behalf of Nortel (individually and collectively, the “Inventory” or “Inventories”). Nortel will purchase the Inventories identified in the attached Schedule A, in the amount of $120 million (U.S. dollars) (the “Inventory Purchase Amount”); Flextronics will deliver and transfer title for such Inventory to Nortel within 30 days of each payment made by Nortel as set forth below (e.g., following the first payment of $25 million, Flextronics will deliver and transfer title to Nortel Inventory priced at $25 million under the applicable pricing between the parties). Nortel will pay the Inventory Purchase Amount in advance of delivery by Flextronics in accordance with the following schedule: $25 million shall be paid by wire transfer initiated on January 14, 2009 $50 million due and payable in full on January 20, 2009 $25 million due and payable in full on April 1, 2009 $20 million due and payable in full on July 1, 2009 The obligation of Flextronics to deliver and transfer title to up to $120 million dollars in Inventory set forth in this Agreement shall not be subject to any claims of set off or counterclaim by Flextronics howsoever arising, in respect of any claim Flextronics may have as of, or prior to, the Effective Date. Except as set out herein, all amounts owing to Flextronics by Nortel as of the date of Bankruptcy (as hereinafter defined) shall be subject to, and dealt with, in accordance with such a Bankruptcy and the court orders issued in connection therewith. The Inventory Purchase Amount will include a 3% cost of acquisition of Material and no additional charges or adders will be payable Flextronics agrees that Inventory to be delivered will be in compliance with the applicable Specification. Flextronics agrees to cooperate with Nortel, including by segregating Inventory and allowing access for Nortel, to provide a reasonable amount of time to validate the Inventory being transferred, such validation to be completed no later than 30 days after the date of payment.
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Purchase of Inventories. In the event of the Agreement’s termination, Hovione shall ship in the manner provided for under the Quality Agreement, all inventory of API purchased by Allos and held by Hovione as safety stock pursuant to Section 7.3. Allos may at its election purchase all remaining API in Hovione’s inventory that it would not otherwise be obligated to purchase under this Agreement at the lowest price indicated in Attachment B. In addition, at Allos’s election, it may either: (i) purchase, at Hovione’s documented purchase cost, its Raw Materials or In-Process API (valued on a pro-rata basis to manufacturing cycle-time) reasonably purchased or produced for API Manufacturing that cannot be returned for credit or used for producing products for its other customers, plus shipping costs; or (ii) pay for such Raw Materials or In-Process API to be Manufactured into API in accordance with the Agreement. In no event shall Allos be charged for Raw Materials or In-Process API with an amount that exceeds the value of the corresponding amounts of API specified by Allos’ relevant Purchase Orders in effect at the termination date.
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Purchase of Inventories. Except for all unique production test equipment, tooling, fixtures, jigs, etc., including any custom vendor tooling used in the manufacture and service of Products, for which Allergan shall retain ownership, as the manufacture of each Product is transferred from Allergan to Humphrey, Humphrey shall purchase all of the remaining active comxxxxxx xxxxxxxxxxx for that Product from Allergan at standard cost, subject to the mutual agreement of the parties as to the nature and quantity of components.
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Purchase of Inventories. At the Closing, KV shall ----------------------- purchase all inventory of finished Products and in-process Products and Product materials owned by Altana and used and usable in the manufacture and packaging of the Products which are in Altana's inventory and meet Altana's conditions for sale in terms of specifications and remaining dating (but not less than six months prior to the expiration date thereof) and otherwise as of the Closing at Altana's Cost of Goods thereof (as documented by Altana to KV, but not to exceed the amount and cost thereof reflected in the Product Financial Information).
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Purchase of Inventories. Greenwood agrees to sell and Jewett-Cameron agrees to purxxxxx Xxxxxxxxd's inventories, work in process, raw materials and packaging (except the portions which are unusable as agreed by the parties prior to transfer) in stages over a two year period following closing, for a price equal to Greenwood's cost (including transportation, processing and storage) plus a premium of 2%, as follows: immediately upon execution of this agreement and prior to closing the parties will separate the inventory into seven discrete units by location. Greenwood shall sell and Jewett-Cameron shall purchasx xxx xxxxx xxit of inventory on May 31, 2002, and Greenwood shall sell and Jewett-Cameron shall purchaxx xx xxxxxxxxal unit at the end of each three month period thereafter until all of the units of inventory have been sold and purchased. The specific unit of inventory to be sold at the end of each three month period shall be selected by mutual agreement of the parties. Payment for each unit of inventory shall be due 30 days after purchase. Conveyance shall be by Bill of Sale.
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Purchase of Inventories. Raw Materials, and Other Office Assets. At or prior to the Closing, SUB shall purchase the following inventories, raw materials, and other office assets from SELLER: 4.5.1 SUB shall purchase SELLER's then-current inventory of P45 at the purchase prices established for each batch of P45, which prices shall range from $3,000.00 per gram to $6,000.00 per gram, which SUB and SELLER agree are SELLER's "cost," provided that in no event shall SUB be required to purchase P45 inventory: (a) that does not meet the Release Criteria, or (b) in excess of 100 grams of P45 or (c) that is not manufactured within the six (6) month period immediately preceding the Closing Date. 4.5.2 In addition, SUB shall purchase SELLER's then-current inventory of QA-21 Adjuvant at the purchase price of [**] per gram, which SUB and SELLER agree is SELLER's "cost," provided that in no event shall SUB be required to purchase QA-21 Adjuvant in excess of 65 grams of QA-21 Adjuvant. 4.5.3 In addition, SUB shall purchase SELLER's raw materials relating to the manufacture of P45 and QA-21 Adjuvant in the quantities and at the purchase prices set forth on Schedule 4.5.3 hereto, which prices SUB and SELLER agree are SELLER's "cost." SUB acknowledges that the prices and quantities set forth on Schedule 4.5.3 are approximate and are subject to change due to the need of SELLER to use and/or advance-order such raw materials as well as make final price calculations prior to Closing. 4.5.4 No later than three (3) business days before the Closing, SELLER shall provide SUB with one or more invoices for the above inventories and raw materials, setting forth the quantities and total costs of such inventories and raw materials. Such invoices shall be payable by SUB at the Closing in accordance with Section 1.4.3 above. In addition, the parties acknowledge and agree that SUB and SELLER shall agree on additional raw materials and [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the commission. inventories to be purchased by SUB, such raw materials and inventories to also be invoiced to SUB in accordance with this provision, and paid by SUB at the Closing. 4.5.5 In addition, SUB shall purchase certain other office assets of SELLER if agreed to by the parties, which may include without limitation, phone equipment, office furniture and general office equipment (such agreed to other office assets (if any) are col...
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Purchase of Inventories. Raw Materials, and Other Office Assets. SUB shall have purchased the inventories of P45 and QA-21 Adjuvant, and the raw materials relating to the manufacture thereof, and the Other Office Assets, in accordance with the provisions of Sections 1.4.3 and 4.5 above.
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Purchase of Inventories. Upon expiration or termination of this Supply Agreement, Schering shall be obligated to purchase any amounts of Compound or Product (complete or in-process) that are the subject of an open purchase order placed by Millennium consistent with the binding forecast approved by the JPC, at a price to be mutually agreed (it being understood that such price shall reflect, on a pro rata basis, work performed and non-cancelable out-of-pocket expenses actually incurred by Millennium). In addition, unless otherwise agreed by Millennium, Schering shall purchase any raw materials identified in the Specifications for the Manufacture of Compound or Product, as applicable, that were purchased but not used in the Manufacturing process at the applicable cost of such raw materials. Raw materials for purposes of this Section 8.5 shall include, but not be limited to components and materials necessary to manufacture either the Product or the API.
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Related to Purchase of Inventories

  • Sale of Inventory Purchaser shall purchase (or shall cause its Affiliates to purchase) the Inventory in separate transactions in accordance with the terms and conditions contained in the Supply Agreement. It is agreed and understood by and between the Parties that the Purchase Price does not include the Inventory.

  • Purchase of Investments Pursuant to Instruction, Investments purchased for the account of the Fund shall be paid for (a) against delivery thereof to the Custodian or a Subcustodian, as the case may be, either directly or through a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (b) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.

  • Purchase of Products You agree to purchase from Us the hardware products, software licenses and services listed on the Order Form, together with all existing accessories, attachments, replacements, and additions (collectively the “Products”) upon the terms stated herein. For the avoidance of doubt, postage meters for use in mailing machines are excluded from the definition of Products. This Purchase Agreement is binding on You as of the date You sign it. This Purchase Agreement is not binding on Us until We sign it or until the Products are shipped, whichever happens first.

  • SALE/PURCHASE OF INITIAL LOANS (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

  • Purchase of Equipment For any equipment purchased in whole or in part with Grant Funds, if Grantor determines that Grantee has not met the conditions of 2 CFR 200.439, the costs for such equipment will be disallowed. Grantor must notify Grantee in writing that the purchase of equipment is disallowed.

  • Returns of Inventory No Borrower shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the Ordinary Course of Business; (b) no Default, Event of Default or Overadvance exists or would result therefrom; (c) Agent is promptly notified if the aggregate Value of all Inventory returned in any month exceeds $1,000,000; and (d) any payment received by a Borrower for a return is promptly remitted to Agent for application to the Obligations.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Waiver of Inventory, Accounting and Appraisal Requirement The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee file any inventory, accounting or appraisal of the Trust with any court, agency or body at any time or in any manner whatsoever.

  • Purchases of Portfolio Shares for Sale to Customers (a) In offering and selling Portfolio shares to your customers, you agree to act as dealer for your own account; you are not authorized to act as agent for us or for any Portfolio.

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