Purchase of Inventory. University may, at its option, purchase Contractor’s usable inventory of food and related supplies upon termination of this Agreement for any reason; provided, however, University will not purchase any food or supplies in open or partial packages, boxes, or containers. The purchase price for the inventory will be determined by Contractor’s verifiable invoice costs.
Purchase of Inventory. ALS shall purchase approximately 1,125 kg. of bulk Compound A (the "Inventory").
Purchase of Inventory. Mobileye shall be entitled to procure inventory from SUPPLIER or via SUPPLIER for use with respect to this Agreement, at its sole discretion. In consideration thereof, Mobileye shall pay SUPPLIER for the said inventory procured as follows: (i) one hundred percent of the material cost that showed on SUPPLIER’S quotation for any raw materials purchased plus applicable VAT (if any); or (ii) the price determined by the parties for any work in process according to the stage reached in the manufacturing the price will be based on the percentage of completion of work and calculated pro-rata to the assembly cost. (If Mobileye want supplier to ship back consigned materials, it will be ex-factory term) SUPPLIER further agrees that if materials, supplies, components, or manufacturing and production resources used by SUPPLIER to manufacture the Products are in such short supply (“Scarce Resources”) that SUPPLIER is unable to completely fulfill Mobileye’s outstanding Orders, SUPPLIER will allocate to Mobileye any available Scarce Resources in preference to any third party, including any other supplier partner or customer subject to their approval. For the purpose of this Section 7.7, “SUPPLIER” shall be deemed to include its parent company, subsidiaries, if any, and any affiliates of the foregoing.
Purchase of Inventory. 15 8.6 Survival of Provisions..................................................................................15 9. INDEMNIFICATION............................................................................................15 9.1
Purchase of Inventory. Upon the expiration or termination of this Agreement, Seller shall have the right to repurchase any Products in the possession of Distributor at the Seller's sales price for such Products in effect on the date of repurchase.
Purchase of Inventory. (a) If this Distribution Agreement is terminated, then, subject to Section 13.1, AmBev will promptly sell and deliver to Quinsa (or Quinsa's designee), and Quinsa will purchase (or cause to be purchased by its designee) from AmBev, AmBev's inventory of applicable culture yeast purchased from Quinsa or its designee and, if Quinsa so requests in writing within thirty (30) days of such termination, AmBev will promptly sell and deliver to Quinsa (or Quinsa's designee) and Quinsa will purchase (or cause to be purchased by its designee) from AmBev the inventory of Brewed Quinsa Beer and Licensed Quinsa Beer which is still in AmBev's possession on the date of such request and which AmBev has not yet sold or committed to a third party as of the date of such request.
(b) The purchase price for such products shall be the cost to AmBev of purchasing or producing such products plus government taxes and duties, transportation and other expenses, if any, paid or incurred by AmBev thereon which are not refundable to AmBev (as advised in writing by Ambev to Quinsa). Quinsa shall be obligated to purchase only such products as are of marketable or usable quality and shall not purchase any out-of-date products or products that have an expiration date occurring within the following thirty (30) days. To the extent that Quinsa does not purchase any inventory of Brewed Quinsa Beer or Licensed Quinsa Beer, AmBev shall retain the non-exclusive right to sell, in the Territory, for a period of ninety (90) days following the date of termination of this Distribution Agreement, all Licensed Quinsa Beer produced prior to the termination of this Distribution Agreement and all Licensed Quinsa Beer in process that was finalized after the termination of this Distribution Agreement as contemplated by this Section 15.3.b). All Licensed Quinsa Beer in process as of the date of any termination of this Distribution Agreement will be finalized and bottled and shall be incorporated as part of the inventory to be purchased by Quinsa or sold by AmBev, as the case may be, in accordance with the terms of this Distribution Agreement.
Purchase of Inventory. (a) As soon as reasonably practicable following the Effective Date, and in any event before December 31, 2005, Vertex shall deliver FCA Facility (IncoTerms 2000) to a carrier designated by GSK all of its existing inventory of VX-409 bulk drug substance that in Vertex's opinion meets the Specifications (the "Transferring Inventory"). GSK shall accept and pay for all of such Transferring Inventory which meets the Specifications, has been manufactured to GMP standards, as documented by a corresponding Certificate of Analysis in accordance with ICH Guidance Q7A, Manufacturing Practice Guidance for Active Pharmaceutical Ingredients, and meets the requirements of ICH Guidance Q3C (together, "the Necessary Standard"). GSK shall have no obligation to pay for any inventory which does not meet the Necessary Standard as set out in this Section 5.2(a), though it may, in its sole discretion, waive the requirement to meet the Necessary Standard in respect of all or part of the Transferring Inventory. At Vertex's request GSK shall return to Vertex any inventory that it does not accept, FCA Facility (IncoTerms 2000) to a carrier designated by Vertex.
(b) Within [***] of receipt of the Transferring Inventory GSK shall notify Vertex if GSK does not accept that all of the Transferring Inventory meets the Necessary Standard. Failure to provide such notification shall be deemed acceptance of the Transferring Inventory. In the event that the Parties disagree as to whether or how much of the Transferring Inventory meets the Necessary Standard, such dispute shall be resolved pursuant to Section 12.7.
(c) The price payable by GSK for the Transferring Inventory shall be an amount equal to Vertex's Manufacturing Cost multiplied by the percentage of Transferring Inventory which meets the Necessary Standard or has otherwise been accepted by GSK, payable within [***] after receipt of an invoice by GSK detailing the Transferring Inventory and Vertex's Manufacturing Cost. For purposes of this section, "Vertex's Manufacturing Cost" means the [***]. The volume of Transferring Inventory and an estimate of Vertex's Manufacturing Cost thereof is set forth in Schedule 5.2 to this Agreement.
Purchase of Inventory. Raw Materials, Work-In-Progress, and Supplies. (A) (1)
(a) Coopers & Lybrxxx xxxll perform inventories at all of the AutoStyle facilities on or before June 2, 1996 (the "AutoStyle Inventory").
(b) Venture shall have the right to have its representatives at the AutoStyle Inventory. Such representatives shall havethe rightt to observe the AutoStyle Inventory and make such inspections and do such testing as they deem appropriate. In any case, Venture's presence at the AutoStyle Inventory shall not be deemed to be an acceptance of the quality of the inventory, and Venture shall have the right to raise issues as to the same as set forth below.
(c) The quantity accepted will be valued preliminarily pursuant to AutoStyle's standard cost procedures, except that (i) raw materials will be valued at AutoStyle's cost, (ii) finished goods will be valued at AutoStyle's customers, prices and (iii) the value of work-in-process shall not exceed that percentage of AutoStyle's price to its customer of the finished part that the standard cost of the work-in-process bears to the standard cost of the finished part.
(d) The value determined under (c) above shall be adjusted with respect to quality as follows:
(i) During the week starting June 3, 1996, Venture shall observe the production processes of the various parts in order to derive its estimate of defective inventory at the Effective Time.
(ii) During the week starting June 10, 1996, the Parties shall use their best efforts to agree upon the deductions to be made with respect to defective, obsolete and slow moving inventory. If the parties cannot agree, the question shall be submitted to an arbitrator chosen by the Parties, which arbitrator shall be an expert in production and quality. The Parties agree to use their best efforts to expedite the arbitration proceedings.
Purchase of Inventory. Prior to the Closing, Clorox shall, or shall cause its Affiliates to, upon reasonable notice, sell finished goods inventories of any product of the Transferred Businesses for delivery to the distribution centers of HCI or its Affiliates at Clorox’s total delivered cost. TAX MATTERS Other than (w) matters described in Section 3.6; (x) the representations in Sections 4.8 and 5.9 (which are solely for purposes of Sections 8.2 and 8.3); (y) the covenants in Sections 6.2(b), 6.2(c) and 6.13; and (z) the provisions of Sections 10.4 and 11.17, all matters relating to Taxes shall be governed by the Tax Matters Agreement. CONDITIONS TO CLOSING Mutual Conditions. The respective obligations of each party hereto to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or, if legally permitted, waiver by all parties hereto at or prior to the Closing of the following conditions:
Purchase of Inventory. Contemporaneously with the Commencement Date, Tenant, shall purchase all existing fuel and non-fuel inventory, from Landlord, except for any inventory which is stale, or for which the date of use has expired, or which is unuseable. The cost of any inventory so purchased shall be based upon the last invoice cost which shall be provided from Landlord to Tenant. Landlord and Tenant agree to execute such bills of sale, transfers and assignments with regards to the inventory purchase as may be reasonably requested by either party, and settlement of the inventory purchase shall be made promptly upon determination of the last invoice cost with respect thereto.
