SALE AND PURCHASE OF LIFTED INVENTORY Sample Clauses

SALE AND PURCHASE OF LIFTED INVENTORY. (a) Lifted Inventory. On the terms and subject to the conditions contained herein, Midas agrees to sell to AutoZone, and AutoZone agrees to purchase from Midas in accordance with the timeline specified in Section 1(b) and at the price specified in Section 1(e) of this Agreement, free and clear of any security interest, mortgage, lien, charge, restriction, encumbrance, conditional sale agreement, claim, pledge or right of any party (collectively, "Liens"), the types and quantities (subject to reduction for availability and the quality standards outlined below) of Midas-brand and non-Midas brand Products identified on Schedule 1 hereto (collectively, the "Lifted Inventory"). For purposes of this Agreement, "Products" shall mean Midas-brand and non-Midas brand automotive parts, accessories and supplies, collectively. The parties agree that the Lifted Inventory shall only consist of (and, accordingly, AutoZone shall only purchase from Midas pursuant to this Section 1) Products that are in good and merchantable condition, in appropriate packaging in good condition, and of a quality usable and sellable in the ordinary course of Midas' business and should otherwise be acceptable for purchase by Midas Shops and their customers. AutoZone acknowledges that the Lifted Inventory may consist of Products that are manufactured or acquired by Midas after the date hereof. Midas shall not order or manufacture Products of the types contained in the Lifted Inventory in amounts in excess of those reasonably believed by Midas to be necessary to continue its ordinary course of business, consistent with past practices, between the date of this Agreement and the final Closing (as defined in Section 1(b) below). However, AutoZone shall not be required to purchase Lifted Inventory in excess of the types and quantities of Products specified on Schedule 1 hereto (although it may do so, if AutoZone so desires).
AutoNDA by SimpleDocs

Related to SALE AND PURCHASE OF LIFTED INVENTORY

  • Delivery Location All Goods shall be delivered to the address specified in this Order (the "Delivery Location") during Buyer's normal business hours or as otherwise instructed by Buyer.

  • DELIVERY: FOB DESTINATION, INSIDE DELIVERY, FREIGHT PAID Whenever possible, contractors should give the ordering entities 3 working days prior notice of any deliveries and/or installations. Furniture contractors will not be responsible for the removal/moving of existing furnishings unless requested by the ordering entity. Contractors should verify site readiness prior to delivery. All deliveries will be made during normal working hours unless otherwise arranged with the ordering entity. Contractor will communicate any scheduling delays and/or changes immediately. Agencies will not be responsible for any freight damage, concealed or otherwise.

  • Billing for Treatment and Payment Restrictions Grantees will; a. bill for only one intensity of service and service type (either outpatient or residential) per client per day b. not bill for an intensity of service and service type if another System Agency-funded Treatment Grantee is providing and billing System Agency for another intensity of service and service type. The following are the exception to item b.: A client may receive; a. co-occurring psychiatric / substance use disorder services,

  • 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.

  • Minimum Condition and Warranty Requirements for TIPS Sales All goods quoted or sold through a TIPS Sale shall be new unless clearly stated otherwise in writing. All new goods and services shall include the applicable manufacturers minimum standard warranty unless otherwise agreed to in the Supplemental Agreement.

  • Delivery Schedule The Goods specified in the List of Goods are required to be delivered within the acceptable time range (after the earliest and before the final date, both dates inclusive) specified in Section V, Schedule of Requirements. No credit will be given to deliveries before the earliest date, and Tenders offering delivery after the final date shall be treated as non-responsive. Within this acceptable period, an adjustment of [insert the adjustment factor], will be added, for evaluation purposes only, to the Tender price of Tenders offering deliveries later than the “Earliest Delivery Date” specified in Section V, Schedule of Requirements.

  • Product Specific Terms these terms apply to specific Products referenced in this section.

  • Funding Restrictions and Order Quantities The Agency reserves the right to reduce or increase estimated or actual quantities in whatever amount necessary without prejudice or liability to the Agency, if: 12.3.1 Funding is not available; 12.3.2 Legal restrictions are placed upon the expenditure of monies for this category of service or supplies; or, 12.3.3 The Agency’s requirements in good faith change after award of the contract.

  • Inspection and Rejection of Nonconforming Goods The Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind the Order in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Order for cause pursuant to Section 19. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller's obligations under the Order, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.

  • Bidder Supplied Samples The Commissioner reserves the right to request from the Bidder/Contractor a representative sample(s) of the Product offered at any time prior to or after award of a contract. Unless otherwise instructed, samples shall be furnished within the time specified in the request. Untimely submission of a sample may constitute grounds for rejection of Bid or cancellation of the Contract. Samples must be submitted free of charge and be accompanied by the Bidder’s name and address, any descriptive literature relating to the Product and a statement indicating how and where the sample is to be returned. Where applicable, samples must be properly labeled with the appropriate Bid or Contract reference. A sample may be held by the Commissioner during the entire term of the Contract and for a reasonable period thereafter for comparison with deliveries. At the conclusion of the holding period the sample, where feasible, will be returned as instructed by the Bidder, at the Bidder’s expense and risk. Where the Bidder has failed to fully instruct the Commissioner as to the return of the sample (i.e., mode and place of return, etc.) or refuses to bear the cost of its return, the sample shall become the sole property of the receiving entity at the conclusion of the holding period.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!