Sale of Existing Inventory Sample Clauses

Sale of Existing Inventory. TVG hereby sells to PRESSER and PRESSER hereby purchases from TVG the inventory of the Products and Product Units, including new and refurbished units, both first quality units and defective units, together with various replacement parts (the “Existing Inventory”), which, as of the Execution Date, are located at the Reno, Nevada and Wallingford, Connecticut warehouses owned by Xxxxxxx (the “Xxxxxxx Warehouses”), all pursuant to the xxxx of sale setting forth, in detail, the Existing Inventory attached hereto and made a part hereof as Exhibit B. The purchase price for the Existing Inventory is Fifty Thousand ($50,000.00) Dollars, which amount shall to be paid by PRESSER to TVG on the Execution Date, as provided in Section 11.1.2 hereof. With regard to the foregoing, PRESSER shall take possession of the Existing Inventory at the Xxxxxxx Warehouses, as of the Execution Date, with TVG to execute and deliver to Xxxxxxx the necessary documents to transfer possession and control of the Existing Inventory to PRESSER, as of such date. PRESSER shall assume any and all costs associated with the transfer of the Existing Inventory from TVG’s locations at the Xxxxxxx Warehouses to the location of PRSSER’s choosing or, if PRESSER elects to establish an account with Xxxxxxx Warehouses and have the Existing Inventory transferred in such manner, then PRESSER would assume such charges from Xxxxxxx Warehouses, if any, to accomplish such transfer, as well. In addition to the inventory listed on Exhibit B, the Existing Inventory shall also include all Return Products, which are in the Xxxxxxx Warehouses, with PRESSER to take title and possession of same at such time. With regard to the foregoing, TVG represents and warrants that it has or will have good and marketable title in and to the Existing Inventory and the Return Inventory and that same is not subject to the claims of any creditors or other third parties.
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Sale of Existing Inventory. For a period of one hundred eighty (180) calendar days following the effectiveness of termination of this Agreement, Avenue may sell existing inventory of Licensed Product owned by Avenue or any of its Affiliates as of the effective date of such termination, provided that Avenue pays to Licensor royalties owing thereon pursuant to Section 6.3(a) and such sale complies with all Applicable Laws in the Territory.
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Sale of Existing Inventory. Upon termination of the Agreement for any reason, all rights and obligations of the parties shall terminate, except Distributor shall be entitled to sell any remaining inventory of the Products for a period of one year without any changes, unless otherwise stated in the Agreement.
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Sale of Existing Inventory. 2.1 On the terms and conditions of this Schedule 3.4, BioCryst shall sell to CSL, and CSL shall purchase from BioCryst, the Existing Licensed Product Inventory when and as provided below. The Existing Licensed Product Inventory will include 600-mg finished doses of Licensed Product as of the Effective Date as follows: • (Existing Licensed Products Inventory other than Additional Finished Products): • *** packs (3x200mg vial) finished doses located in ***; and • *** packs (3x200mg vial) finished doses located in *** or with other BioCryst distributors, to be delivered within 30 days of the Effective Date; and • (Additional Finished Products): Approximately *** packs (3x200mg vial) or the amount of finished doses produced during the validation process at ***, to be delivered as ordered by CSL and in any event by no later than the Manufacturing Responsibility Transfer Date. In each case in a form that meets the Specifications and other requirements of this Schedule 3.4. Schedule 3.4-1 Pursuant to 17 CFR 20.24b-2, confidential information has been omitted in places marked "***" and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application with the Commission. For clarity, CSL is not required to purchase Existing Licensed Products Inventory from BioCryst in amounts exceeding the above quantities, although may elect to do so by separate written agreement with BioCryst.
Sample 1
Sale of Existing Inventory. For a period of [***] the effectiveness of termination, Licensee may sell then-existing inventory of Licensed Products owned by Licensee or any of its Affiliates as of the effective date of such termination, provided that (a)Licensee pays to Plexxikon royalties owing thereon pursuant to Section 7.3.1 (Royalty Rates) hereof, and (b) Licensee has been granted all Regulatory Approvals necessary to sell such Licensed Products prior to the effective date of any such termination.
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Sale of Existing Inventory. Buyer shall allow Seller the right, for a period of twelve (12) months from the Closing Date, to sell off existing Farberware inventory owned by and in the possession of Seller (consisting of no more than Fifty Thousand Dollars ($50,000) worth (Seller’s cost) of inventory) (the “Inventory”), complete pending orders and otherwise wind up the business transactions relating to the Inventory. Buyer and Seller, with the consent of LHC, shall, at the Closing, enter into a license agreement in the form annexed to this Agreement as Exhibit C (the “Trademark License Agreement”), pursuant to which Buyer shall grant to Seller (or such Affiliate of Seller as Seller shall designate) a license for a term of twelve (12) months to use the Farberware tradename and trademark on a non-exclusive basis in connection with the sale of the Inventory.
Sample 1
Sale of Existing Inventory. Upon the terms and subject to the conditions of the Amendment, Anesta hereby agrees to pay to Elan on behalf of the Designated Purchasing Party within two days of the Repurchase Date a sum equal to US$600,000 (six hundred thousand dollars) (the "Existing Inventory Purchase Price"), by wire transfer to a bank which Elan shall designate in writing to Anesta with at least three days advance written notice, in full payment for the sale, conveyance, assignment and delivery to the designated Purchasing Party under clause 10.4(d) of any OT-fentanyl Products and placebos of the same (together "Relevant Products") in its inventory as of the Repurchase Date (the "Existing Inventory"), subject to adjustment as set forth in Section 10.4(c) of this Agreement (as amended). For the avoidance of doubt, any sums payable under this clause 10.4(a) will be exclusive of any VAT or other relevant taxes that may be payable.
Sample 1
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Related to Sale of Existing Inventory

  • 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.

  • Sale of Equipment During the period from the date of such notice given pursuant to Section 10.1 to the Termination Date, Lessee, as non-exclusive agent for Lessor and, except as provided in Section 10.3, at Lessee's sole cost and expense, shall use reasonable best efforts to obtain bids from Persons other than Lessee, the Manager or any of their respective Affiliates for the cash purchase of the Terminated Units, and Lessee shall promptly, and in any event at least five Business Days prior to the proposed date of sale, certify to Lessor in writing the amount and terms of each such bid, the proposed date of such sale and the name and address of the party submitting such bid. Unless Lessor shall have elected to retain the Terminated Units in accordance with Section 10.3, on the Termination Date: (i) Lessee shall deliver the Terminated Units (excluding any optional Severable Modifications removed by Lessee pursuant to Section 9.2) to the bidder (which shall not be Lessee or Manager or an Affiliate of Lessee or Manager (for the avoidance of doubt the bidder may be a Customer, or a customer of the Manager, and neither the Manager nor any Affiliate shall be prohibited from managing the Units for such bidder after the purchase by such bidder)) that shall have submitted the highest cash bid prior to such date (or to such other bidder as Lessee and Lessor shall agree) and (ii) subject to the prior or concurrent receipt (x) by Lessor of all amounts owing to Lessor pursuant to the next sentence and (y) by the Persons entitled thereto of all unpaid Supplemental Rent due on or before the Termination Date, Lessor shall, without recourse or warranty (except as to the absence of any Lessor's Lien) simultaneously therewith transfer all of its right, title and interest in and to the Terminated Units to such bidder. The net proceeds of sale realized at such sale shall be paid to Lessor and, in addition, on the Termination Date, Lessee shall pay to Lessor (A) all Basic Rent with respect to such Terminated Units due and payable prior to the Termination Date (exclusive of any Basic Rent with respect to the Terminated Units due on such date), (B) the excess, if any, of (1) the Termination Amount for the Terminated Units computed as of the Termination Date over (2) the net cash sales proceeds (after the deduction of all applicable sales, transfer or similar taxes) of the Terminated Units, (C) an amount equal to any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture) and (D) all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (which shall include, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any, equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease and Late Payment Interest related thereto), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, (i) Lessor shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent, in respect of all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and (ii) the Policy Provider has received the portion of Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. If no sale shall have occurred, whether as a result of Lessee's failure to pay all of the amounts hereinabove required or otherwise, this Lease shall continue in full force and effect with respect to such Units and Lessee agrees to reimburse Lessor, Policy Provider and the Indenture Trustee for all reasonable costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection therewith. Lessee, in acting as agent for Lessor, shall have no liability to Lessor for failure to obtain the best price, shall act in its sole discretion and shall be under no duty to solicit bids publicly or in any particular market. Owner Participant shall have the right, but not the obligation, to obtain bids either directly or through agents other than Lessee.

  • Sale of Properties The Borrower will not, and will not permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other dispositions (excluding Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to exceed $250,000 during any 12-month period.

  • Xxxxxx, Sale of Assets, etc If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Sale of Property Seller agrees to sell, transfer and assign and Buyer agrees to purchase, accept and assume, subject to the terms and conditions set forth in this Agreement and the Closing Documents, all of Seller’s right, title and interest in and to the Property.

  • Sale of Assets, Etc (a) Except as permitted under Section 10.6 and Section 10.7, the Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

  • Sale of Products Performance of Services

  • Remaining Inventories Xencor shall have the right to purchase from MorphoSys (or its Affiliate) all of the inventory of Licensed Products held by MorphoSys (or its Affiliate) as of the effective date of termination at a price equal to MorphoSys’ (or its Affiliate’s) fully burdened manufacturing cost, determined in accordance with GAAP.

  • Merger, Consolidation or Sale of Assets The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

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