Transferred Inventory. The Transferred Inventory was manufactured and has at all times been transported and stored in accordance with current good transportation, storage, manufacturing and other practices for the transportation, storage, manufacturing and testing of pharmaceutical materials and devices and in accordance with all applicable requirements of the FDA and other Governmental Bodies, in each case, except as will not, and would not reasonably be expected to, adversely affect any of the Transferred Assets or adversely affect the Purchaser’s ownership or rights with respect to any of the Transferred Assets at or after the Closing. The Transferred Inventory (i) is compliant with the specifications therefor and the EMA Regulatory Approval (except as will not, and would not reasonably be expected to, adversely affect any of the Transferred Assets or adversely affect the Purchaser’s ownership or rights with respect to any of the Transferred Assets at or after the Closing) and (ii) has an expiration date no earlier than October 31, 2017.
Transferred Inventory. “Transferred Inventory” has the meaning set forth in Section 1.1(b).
Transferred Inventory. (a) Within 15 days following the TSA End Date, Seller shall (or shall cause its applicable Affiliates to) transfer, convey, assign and deliver to Buyer, and Buyer shall accept from Seller (or such Affiliates), the Transferred Inventory, and Seller shall cause to be prepared and delivered to Buyer an invoice, which shall include reasonably detailed calculations for the Transferred Inventory Value and wire transfer instructions. The Transferred Inventory shall pass from Seller to Buyer by delivery. Within five days after Buyer’s receipt of such invoice, Buyer shall pay Seller an amount equal to the Transferred Inventory Value by wire transfer of immediately available funds to the account designated by Seller in such invoice.
(b) Until the earliest to occur of (i) the sale of any Bulk Inventory to a Third Party customer, (ii) any delivery of any Bulk Inventory to Buyer or its applicable Affiliate, in either case, pursuant to the Transition Services Agreement or the Supply Agreement or (iii) any transfer to Buyer under Section 2.3.7(a), (A) Seller or its applicable Affiliate shall retain title to such Bulk Inventory and (B) physical possession of, and risk of loss with respect to, such Bulk Inventory shall remain with Seller or its applicable Affiliate.
Transferred Inventory. (a) Within five (5) calendar days after the Effective Date, conditioned on Alliant’s payment of the fees referenced in Section 6.8, BioMarin shall deliver to Alliant all Orapred finished goods inventory and all raw materials related to Orapred that are owned by BioMarin on the Effective Date (collectively, the “Transferred Inventory”), as listed in Exhibit E (with the exception that BioMarin shall destroy and not transfer the remaining inventory from Lot #RM0420 of NDC# 00000-000-00 and from Lot #RM0501A of NDC# 68135-455-03). BioMarin represents and warrants to Alliant that all lot numbers on the Transferred Inventory have not been used in commerce prior to the date of the transfer and that no product bearing a lot number the same as a lot number on a product transferred to Alliant as Transferred Inventory shall have been sold or otherwise transferred into the stream of commerce, other than 372 10-pack units from Lot RM0502A, and the sample inventory, which is marked as not for sale and not subject to a right of return. Delivery, transfer of title and risk of loss shall occur Exworks (Incoterms 2000) at the current locations such as items are stored. Alliant acknowledges that BioMarin is not required to transfer to Alliant any minimum quantity of the Transferred Inventory pursuant to this Section 4.8(a).
(b) The Parties shall mutually agree on the timing and method of notifying applicable federal agency customers and the Centers for Medicare and Medicaid Services (“CMS”) of the license of the Licensed Assets to Alliant, and shall take whatever action is necessary to simultaneously add Orapred to Alliant’s federal supply schedule and Medicaid rebate agreement, if applicable, and delete Orapred from the federal supply schedule and Medicaid rebate agreement of BioMarin as applicable. BioMarin shall be responsible for the processing and payment of Medicaid and Medicare rebates applicable to Transferred Inventory and submitted under BioMarin’s Orapred NDC numbers 00000-000-00 or 00000-000-00 and any other rebates, charge backs or similar payments owed to a third party for the Transferred Inventory for six (6) months following the Effective Date. After such period, BioMarin shall process and pay Medicaid and Medicare rebates submitted under BioMarin’s Orapred NDC 00000-000-00 and any other rebates, charge backs or similar payments owed to a third party for the Transferred Inventory, but Alliant shall be responsible for reimbursing BioMarin for all such rebates,...
Transferred Inventory. The Base Price for each item of Transferred Inventory (as defined in the Asset Purchase Agreement) will be the price paid by C&S to A&P for such item.
Transferred Inventory. The Transferred Inventory is, and as of the Closing Date will be, valued in accordance with GAAP of quality and quantity usable and saleable in the ordinary course of the Business consistent with past practice, except in each case for excess, obsolete items and items of below-standard quality that have been reserved for or written down to estimated net realizable value in accordance with GAAP applied on a basis consistent with past practices.
Transferred Inventory. On and after the Commencement Date, XeTel will store certain Raw Material and work-in-process inventory of Equipment (collectively, the "Transferred Inventory") on behalf of SBE, which Transferred Inventory is more completely described in SCHEDULE 7 attached hereto. XeTel shall use commercially reasonable efforts to use such Transferred Inventory to manufacture Equipment. At the time SBE pays for Equipment manufactured with such Transferred Inventory, XeTel shall simultaneously or as soon as practicable, not to exceed five (5) business days, pay to SBE an amount equal to the price(s) originally paid by SBE for such Transferred Inventory, as stated in SCHEDULE 7 attached hereto. Upon the Commencement Date, the risk of loss or damage to the Transferred Inventory shall pass to XeTel; however for all accounting purposes title shall remain with SBE at all times prior to transfer of the Transferred Inventory to SBE's segmented warehouse except to the extent title must reside in XeTel for revenue recognition purposes upon sale of Equipment. Within twenty (20) days after the end of each of the first six (6) months following the Commencement Date, XeTel shall deliver to SBE a statement reasonably acceptable to SBE, describing the Transferred Inventory used by XeTel during such month. XeTel shall return any unused Transferred Inventory to SBE on that date which is six (6) months after the Commencement Date, together with a reasonably detailed accounting of such unused Transferred Inventory (which accounting shall reflect the amount of originally delivered Transferred Inventory, the amounts of Transferred Inventory used to manufacture Equipment and the remaining returned Transferred Inventory) and XeTel shall have no further obligation with respect to the Transferred Inventory.
Transferred Inventory. The Transferred Inventory has been manufactured, handled, maintained, packaged and stored, as applicable, at all times in compliance in all material respects with applicable Law.
Transferred Inventory. Parent covenants that, with respect to the --------------------- inventory acquired by Seller from Company and listed on Schedule 2.13(a) (the ---------------- "Transferred Inventory"), Parent and Company shall look to Seller as the first source of supply for any requirements of items of Transferred Inventory beyond the amounts of equivalent inventory retained by the Company as of the Closing Date. As needed, and to the extent such items of Transferred Inventory are commercially useable and saleable, Parent shall purchase, or cause the Company to purchase, such items of Transferred Inventory from Seller at fair market value. This covenant is for the benefit of Seller, which shall have no obligation to maintain the Transferred Inventory.
Transferred Inventory. The Transferred Inventory has been maintained in the ordinary course of business, is of good and merchantable quality; and is in a condition that in Seller's reasonable judgment consistent with past practice is useable, leaseable or saleable in the ordinary course of business taking into account the remaining shelf life and expected demand, subject to the inventory reserve determined consistent with past practice for slow-moving, excess non-saleable or obsolete inventory as recorded on the Financial Statements in good faith in accordance with GAAP. All Transferred Inventory, whether reflected on the Financial Statements or subsequently acquired, (a) is located on the Real Property described on Section 5.17 of the Disclosure Letter or is in consignment stock in the possession of Seller's customers or distributors in the ordinary course of business consistent with past practice and (b) has been acquired, developed or manufactured by Seller only in bona fide transactions entered into in the ordinary course of business. Except as described in Section 5.17 of the Disclosure Letter, Seller has valid legal title to the Transferred Inventory free and clear of any consignments, Encumbrances, claims or charges other than Permitted Encumbrances.
