PURCHASE OF INVENTORY UPON TERMINATION. In the event of the termination of this Agreement for any reason other than under section 12.2 (E), Select Comfort shall purchase from Supply Partner a) all finished inventory of such Parts (including Safety Stock) that conforms to the then current Specifications provided in Schedule B at the then current prices specified in Schedule A; b) XXXX days raw materials purchased by Supply Partner that are exclusive to the Parts purchased by Select Comfort provided that the quantity of such raw materials are consistent with both the then-current baseline Forecast and then at a price equal to the cost incurred by the Supply Partner in purchasing said raw materials; and c) all Parts that are in a state of work-in-process to the extent that the quantity of such work-in-process is consistent with the then current baseline Forecast and then at a price equal to Supply Partner’s cost in producing such work-in-process and not to exceed the prices for the Parts specified in the then-current Schedule A. Select Comfort shall not be obligated to purchase any inventory, raw materials or work-in-process to the extent such inventory, raw materials or work-in-process is in excess of that required to support Select Comfort’s volume requirements including Safety Stock as reflected in the most current Forecast. In no event shall Select Comfort be obligated to purchase any Parts, inventory, raw materials or work-in-process that does not comply with the then current Specifications. At Select Comfort's election, Select Comfort may ask Supply Partner to legally dispose, at Select Comfort's expense, of any Parts required to be purchased by Select Comfort under this section in lieu of taking delivery of such purchased Parts. In such case, Select Comfort shall remain obligated, if at all, to Supply Partner as if it had taken possession of the Parts so disposed. [Portions of this Section have been omitted pursuant to a request for confidentiality under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential portions of this Section that have been omitted are marked with “XXXX”. A copy of this Exhibit with all sections intact has been filed separately with the Securities and Exchange Commission.]
PURCHASE OF INVENTORY UPON TERMINATION. Upon the termination of this Agreement at or prior to the expiration of the term hereof, DLM shall purchase from Impress at cost, all of Impress’ inventories purchased or produced in connection with this Agreement, provided that the volumes of such inventories are consistent with forecasts given by DLM in accordance herewith or with requests that DLM has otherwise made of Impress.
