Retained Inventory Sample Clauses

Retained Inventory. The Parties acknowledge that NFLE shall be allocated and entitled to retain *** of the total advertising inventory on the NFL Sites for in-house NFLE advertising and promotion (including without limitation (a) the sale of NFL game tickets, (b) the promotion of NFL Insider subscriptions, (c) any Emerging Media Rights initiative or other commercial venture in which NFLE or any of its affiliates is a direct participant, so long as such advertising and/or promotion is not third-party branded, and (d) other internal NFL brand-enhancing commercial efforts) at NFLE’s sole discretion (but in no event shall the promotions referred to in clauses (a) through (d) hereof be used for third party-related commercial purposes or for re-sale). NFLE shall also have the right to use in the same manner not less than *** of any unsold advertising inventory. Subject to Section 10 hereof, all such in-house advertising appearing on the Customized Sites shall be subject to the AOL Carriage Terms. NFLE and SportsLine shall agree to a reasonable allocation of such inventory, and SportsLine shall not propose insertion or serving schedules for such NFLE-retained inventory that disadvantage NFLE as compared to other sponsors or advertisers on the NFL Sites. For the avoidance of doubt, such NFLE inventory shall be required to comply with the ATS, and no inventory retained by NFLE within the Co-branded Areas may be used for the promotion of Fantasy Football Products.
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Retained Inventory. Section 6.16(a)(iii) Robxxxx ...............................................
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Retained Inventory. Merck may (in its sole discretion) elect to retain (i.e., not contribute as part of the Merck Contributed U.S. Assets) certain of its finished goods Inventory (the “Retained Inventory”) selected by it from among the finished goods Inventory of the Merck Contributed U.S. Assets. To the extent Merck elects to retain any Retained Inventory, Merck shall deliver to RP at the Closing a list of the Retained Inventory, which list shall include a description in reasonable detail including a breakdown of the value of such Retained Inventory. For purposes of calculation in this Section 5.1(a), the value attributed to the Retained Inventory shall be calculated in accordance with the Merck Manufacturing Supply Price Formula. On the Closing Date, Merial shall purchase the Retained Inventory from Merck with promissory notes at a fair market value price that to the extent possible excludes any intercompany (between Merck Companies) margin already included in the book value for such Inventories as recorded in the accounts of the selling Merck Company, except for the markup on standard cost and the adjustment provided for in the Merck Negotiated Supply Price. To the extent the Inventories cannot be purchased at a fair market value price that excludes any such margin, the Parties shall 61 use commercially reasonable efforts and negotiate in good faith to find and give effect to a solution (which will not include taking actions that would reduce Merck’s net income below that which Merck would realize if such Inventories were sold at a price calculated according to the Merck Negotiated Supply Price) that will eliminate the effect of the purchase of such Retained Inventory at a price that includes such margin on the net income of RP. To the extent the price at which the Merial Venture ultimately purchases the Retained Inventory exceeds the Merck Negotiated Supply Price, such excess shall be included in the calculation of the Supply Price Adjustment Special Dividend, pursuant to Section 6.7.
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Retained Inventory. In the event the aggregate value of Sellers’ Inventory as of the Effective Time exceeds $2,000,000 (as determined in accordance with Section 2.2), then ownership of such Inventory in excess of $2,000,000 (the “Retained Inventory”) shall be retained by Sellers; provided, however, the Inventory (including the Purchased Inventory and the Retained Inventory) shall not exceed in volume an amount equal to Sellers normal inventory levels based on current practices. The Retained Inventory shall be treated as an Excluded Asset. Buyer shall permit Sellers to store the Retained Inventory at the location(s) where the Retained Inventory is located as of the Effective Time until such time as the Retained Inventory is sold, transferred or otherwise disposed of by Sellers. Sellers agree to use all commercially reasonable efforts to promptly sell, transfer and otherwise dispose of such Retained Inventory after the Effective Time in a manner and on terms consistent with past practices. To the extent Retained Inventory exists as of the Effective Time, the Parties agree that any volumes of Inventory sold to Third Persons after the Effective Time shall be deemed to be sales of Retained Inventory for the account of Sellers. Sellers shall reimburse Buyer for all reasonable direct costs incurred by Buyer or its Affiliates in connection with storage or transportation of the Retained Inventory from and after the Effective Time, and any amount payable by Sellers to Buyer pursuant to this Section 2.3 shall be paid by Sellers by wire transfer of immediately available funds within three (3) days of Buyer’s request therefor. Sellers shall indemnify, defend and hold the Buyer Indemnitees harmless from all Claims and Damages to the extent arising from or related to the Retained Inventory stored at, on or in the Purchased Property from and after the Effective Time.
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Retained Inventory. The Retained Inventory;
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Retained Inventory. The specific inventory identified on Schedule 2.2(i) (the “Retained Inventory”); and
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Retained Inventory. With respect to the Inventory, the Seller will retain $55,473 of the inventory purchased by the Seller from Ulcoat to service 3M. The balance of the inventory will be the property of the Buyer upon closing. The Buyer will purchase such Seller retained inventory from Seller as required to restock operations, and will not purchase equivalent inventory from another source until such time as all such inventory has been purchased from Seller. The Seller is not required to maintain such inventory for Buyer, and may dispose of it in any way it deems appropriate.
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Related to Retained Inventory

  • Returned Inventory If an Account Debtor has an authorized return and returns any Inventory covered by such return to such Grantor when no Event of Default exists, then such Grantor shall promptly determine the reason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. Such Grantor shall deliver a monthly report to the Administrative Agent setting forth all such returns involving an amount in excess of $10,000,000. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to such Grantor when an Event of Default exists, such Grantor, upon the request of the Administrative Agent, shall: (i) hold the returned Inventory in trust for the Administrative Agent; (ii) dispose of the returned Inventory solely according to the Administrative Agent’s written instructions; and (iii) not issue any credits or allowances with respect thereto in an amount exceeding $500,000 in the aggregate during any Fiscal Month without the Administrative Agent’s prior written consent. All returned Inventory shall be subject to the Administrative Agent’s Liens thereon. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor with respect to such returned Inventory and such returned Inventory shall not be Eligible Inventory unless such Inventory constitutes Third Party Logistics Goods.

  • Inventory To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

  • Location of Equipment and Inventory All Equipment and Inventory are (i) located at the locations indicated on Schedule 4 (ii) in transit to such locations or (iii) in transit to a third party purchaser which will become obligated on a Receivable to the Debtor upon receipt. Except for Equipment and Inventory referred to in clauses (ii) and (iii) of the preceding sentence, the Debtor has exclusive possession and control of the Inventory and Equipment.

  • Accounts and Inventory Each Account or item of Inventory which Borrower shall, expressly or by implication, request Lender to classify as an Eligible Account or as Eligible Inventory, respectively, shall, as of the time when such request is made, conform in all respects to the requirements of such classification as set forth in the respective definitions of "Eligible Account" and "

  • Physical Inventory Borrower shall conduct a physical count of the Inventory at such intervals as FINOVA requests and promptly supply FINOVA with a copy of such accounts accompanied by a report of the value (calculated at the lower of cost or market value on a first in, first out basis) of the Inventory and such additional information with respect to the Inventory as FINOVA may request from time to time.

  • Inventory and Equipment On the date hereof, the Inventory and the Equipment (other than mobile goods) are kept at the locations listed on Schedule 5.

  • Eligible Inventory As to each item of Inventory that is identified by any Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory.

  • Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

  • Merchantable Inventory All Inventory is in all material respects of good and marketable quality, free from all material defects.

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

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