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Remaining Inventories
Remaining Inventories contract clause examples

Remaining Inventories. Except in the event of # termination by Licensee for an uncured material breach by Ovid, or # termination by Licensee in the circumstances set forth in Section 14.2(b)(i) with respect to Ovid, or # Ovid’s termination for Safety Reason (where Licensee elects to continue the Development and Commercialization of the Product), Ovid shall have the right, at its discretion, to obtain from Licensee any or all of the inventory of the Products held by Licensee as of the date of termination, free of charge. Ovid shall notify Licensee within ​ after the effective date of termination whether Ovid elects to exercise such right.

Cause not less than one (1) physical inventory to be undertaken, at the expense of the Loan Parties, in each consecutive twelve (12) month period and periodic cycle counts, in each case consistent with past practices or as otherwise agreed to by the Agent in its reasonable discretion, conducted by such inventory takers as are reasonably satisfactory to the Agent and following such methodology as is consistent with the methodology used in the immediately preceding inventory or as otherwise may be reasonably satisfactory to the Agent. The Agent (or its designated Agent Professionals), at the expense of the Loan Parties, may observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party. The Borrower, within sixty (60) days following the completion of such inventory, shall provide the Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Loan Party) and shall post such results to Pubco’s stock ledgers and general ledgers, as applicable.

Inventories. The inventories of either of the Companies (including tooling, spare parts and supplies) reflected on the Balance Sheet, or acquired by either of the Companies after the date thereof and prior to the Closing Date, are carried at not more than the lower of cost or market, and such inventories do not include in any material amount of obsolete inventory for which adequate reserves have not been established on the Financial Statements. For purposes of this Section 2.24, “obsolete inventory” is inventory which, as of the date of the Balance Sheet, was not usable or salable in the lawful and Ordinary Course because of legal restrictions, failure to meet specifications, loss of market, damage, physical deterioration or for any other cause, in each case net of reserves provided therefor on the Balance Sheet.

Inventories. All inventories of Seller (collectively, “Inventory” or “Inventories”) were produced or acquired by Seller in bona fide, arms-length transactions entered into in the ordinary course of business. No Inventory is held on consignment, or is otherwise subject to any ownership interest of any third party. The Inventory reports previously provided to Buyer were true, accurate and complete as of the respective dates indicated thereon. No items of Inventory are held in quantities materially exceeding the amount of such item sold or consumed, as applicable, in the Business during the 12 calendar months ended prior to the Closing Date. Except as set forth in [Section 4.8] of the Disclosure Schedule, the Seller does not depend on any single vendor for any material portion of its Inventories, nor has Seller had difficulty in obtaining Inventories. All finished goods Inventories are non-obsolete, are of a quality and quantity which are merchantable and saleable as first quality goods in the ordinary course of business without discount or allowance and all Inventories of raw materials or work-in-process are of a quality fully usable in the manufacture of first quality finished goods. The value of all items of obsolete Inventory and of below standard quality has been written down to the net realizable value or adequate reserves have been provided therefor in the Financial Statements. All Inventories not written off have been priced at cost on the first in, first out basis.

Inventories. All inventories of the Company (collectively, “Inventory” or “Inventories”) were produced or acquired by the Company in bona fide, arms-length transactions entered into in the ordinary course of business. No Inventory is held on consignment, or is otherwise subject to any ownership interest of any third party. The Inventory reports previously provided to Buyer were true, accurate and complete as of the respective dates indicated thereon. No items of Inventory are held in quantities materially exceeding the amount of such item sold or consumed, as applicable, in the Business during the 12 calendar months ended prior to the Closing Date. Except as set forth in [Section 4.8] of the Disclosure Schedule, the Company does not depend on any single vendor for any material portion of its Inventories, nor has the Company had difficulty in obtaining Inventories. All finished goods Inventories are non-obsolete, are of a quality and quantity which are merchantable and saleable as first quality goods in the ordinary course of business without discount or allowance and all Inventories of raw materials or work-in-process are of a quality fully usable in the manufacture of first quality finished goods. The value of all items of obsolete Inventory and of below standard quality has been written down to the net realizable value or adequate reserves have been provided therefor in the Financial Statements. All Inventories not written off have been priced at the lower of cost or market on the first in, first out basis.

Inventories. The Inventory, including, without limitation, raw materials, ingredients, work-in-process and finished products, is merchantable, fit, usable and saleable for the purpose for which it was procured or manufactured in the ordinary course of business, except to the extent of the reserve reflected on the Final Adjustment Statement. The Inventory on the Acquisition Balance Sheet and Inventory arising after the date of the Acquisition Balance Sheet and reflected on the books and records of Seller are stated thereon in accordance with GAAP, on a lower of cost or market basis, consistently applied.

Remaining Principal. The entire accrued and unpaid principal balance of this Note that is not converted into Warrants shall continue to remain outstanding and to be subject to the conditions of this Note or such replacement Note referred to in Section 6(a).

Remaining Inventories. FibroGen China shall have the right to purchase from AstraZeneca any or all of the inventory of Products held by AstraZeneca as of the effective date of termination (that are not committed to be supplied to any Third Party in the ordinary course of business as of the date of termination) at a price equal to AstraZeneca’s actual cost to acquire such inventory. FibroGen China shall notify AstraZeneca within sixty (60) days after the date of termination whether FibroGen China elects to exercise such right. In the event FibroGen China

Remaining Inventories. Except in the event of # termination by Licensee for an uncured material breach by Ovid, or # termination by Licensee in the circumstances set forth in Section 14.2(b)(i) with respect to Ovid, or # Ovid’s termination for Safety Reason (where Licensee elects to continue the Development and Commercialization of the Product), Ovid shall have the right, at its discretion, to obtain from Licensee any or all of the inventory of the Products held by Licensee as of the date of termination, free of charge. Ovid shall notify Licensee within ​ after the effective date of termination whether Ovid elects to exercise such right.

Remaining Inventories. [[Forty Seven:Organization]] shall have the right to purchase from Ono all of the inventory of Products held by Ono as of the effective date of such termination at a price equal to ​ for such Product (which, for Product purchased by Ono from [[Forty Seven:Organization]] shall be ​). [[Forty Seven:Organization]] shall notify Ono whether [[Forty Seven:Organization]] elects to exercise such right within ​ after receiving notice from Ono reporting such inventory as of the date of such termination. If [[Forty Seven:Organization]] does not exercise such right, Ono shall have the right to sell in the Ono Territory any such remaining inventory in accordance with Applicable Laws over a period of no greater than ​ after the effective date of such termination.

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