Acquired Inventory a. At a mutually agreed upon time (but no sooner than 12:00 p.m. and no later than 3:00 p.m. local time) on the day preceding the Closing Date, Seller shall cause the applicable Leased Premises to close, so that the Parties can conduct physical inventories in accordance with this Section 4; provided, however, that a different commencement time may be used for any Leased Premises if Buyer and Seller mutually agree (each an “Inventory Date”). No store conversion activity can take place during the inventory verification. Seller, on the one hand, and Buyer, on the other hand, shall each designate one (1) qualified representative (each a “Qualified Representative”) to be present at, lead and sign-off on the inventory verification at each of the Leased Premises.
b. At an agreed-upon date and time no later than two (2) days prior to the start of the Acquired Inventory verification at each Leased Premises, the Qualified Representatives shall tour the Leased Premises to agree upon items of Excluded Inventory and to ensure segregation of such items from the inventory to be counted in connection with the inventory verification. Buyer will have a reasonable opportunity to have its Qualified Representative (or his designated representatives) check the dates and condition of items to be considered Excluded Inventory, including tobacco products. The Qualified Representatives will cooperate in good faith to agree on the inclusion of any item of merchandise in the Acquired Inventory and/or the valuation of any such item of Acquired Inventory. In the event that a dispute is not resolved by the Qualified Representatives during the course of the inventory verification process, Buyer and Seller will each designate a more senior company employee (each a “Senior Representative”) to meet and confer with t he other to promptly resolve any such dispute during the inventory counting process.
c. No merchandise will be accepted, moved into or moved out of any of the Leased Premises between the start and the conclusion of the physical inventory. Seller will be responsible for payment of invoices and claims for vendor credits associated with inventory and products received at the Leased Premises prior to the start of the inventory verification process. Except for the Excluded Inventory, all merchandise received at each Leased Premises prior to the commencement of the inventory taking at such Leased Premises must be included in the inventory taking process.
d. The Inventory Service will ...
Acquired Inventory. The Seller has good and marketable title to the Acquired Inventory. The Acquired Inventory shall (a) not be damaged, defective or obsolete, (b) be readily usable or saleable, (c) meet all applicable requirements of any applicable Governmental Authority, and (d) meet all other applicable quality standards for manufacturing or resale.
Acquired Inventory. Seller has provided or made available to Buyer a true, accurate and complete list of Seller's and its Subsidiaries' tangible inventory. All Acquired Inventory is (i) suitable and useable for the production or completion of services required under the Assumed Contracts in the Ordinary Course of Business as first quality goods, (ii) valued at actual cost, and (iii) the sole, unencumbered property of Seller or its Subsidiaries. No such Acquired Inventory items have been or are held by Seller or its Subsidiaries on consignment from or for the benefit of any other Person.
Acquired Inventory. All Acquired Inventory consists of a quality usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. Except as set forth in Section 4.13 of the Disclosure Schedules, all Acquired Inventory is owned by Sellers free and clear of all Encumbrances, and no Inventory is held on a consignment basis.
Acquired Inventory. The Acquired Inventory consists of materials and supplies, manufactured and processed parts, work in process, and finished goods, all of which, to Seller’s Knowledge, is fit for the purpose for which it was procured or manufactured, and none of which, to Seller’s Knowledge, except as set forth on Schedule 3(h) of Seller’s Disclosure Schedule is damaged or defective. Inventory now on hand that was purchased after June 30, 2008 was purchased in the ordinary course of business at a cost not exceeding market prices prevailing at the time of purchase.
Acquired Inventory. Subject to the terms and conditions set forth in this Agreement, at the Closing referred to in Section 4 hereof, Sellers undertake to sell and assign to the Buyer, and the Buyer undertakes to purchase and acquire, the Inventory (as defined below) of the Sellers relating to, or used in connection with the Business as existed at the Cut-off Date. Inventory shall mean the Sellers’ inventory specified (together with its book value) in Schedule 1.2 hereto, and subject to adjustments under Section 3.7 herein. The Inventory shall not include any inventory designated on Schedule 1.2 as obsolete, although transferred to Buyer, provided that a part of the proceeds from a sale of such designated obsolete inventory during the 18-month period beginning on the Closing Date, shall be delivered to DS, all in accordance with the provisions of Section 3.8 below. A part of the proceeds received by Sellers from a sale of any item of the Inventory after the Cut-Off Date is the property of Buyer and shall be transferred to Buyer, all in accordance with the provisions of Section 3.8 below, except for such proceeds of obsolete inventory which belong to Sellers.
Acquired Inventory. The Acquired Inventory (a) was acquired or produced, and has been maintained, in the ordinary course of business, (b) is of a quality and quantity usable or salable in the ordinary course of business and (c) includes no damaged, obsolete or spoiled items or items of below standard quality, except in the cases of clauses (b) and (c), any items of obsolete materials of below standard quality that have been reserved as reflected in the Financial Statements, as adjusted for operations and transactions through the Closing Date in accordance with past practice.
Acquired Inventory. All items included in the Acquired Inventory are of a quality and quantity usable and, with respect to finished goods, salable in the ordinary course of business, except for obsolete items and items of below-standard quality, all of which have been or will be written off or written down to net realizable value on the Statement of Net Assets or the accounting records of the Business as of the Closing Date, as the case may be. Except as set forth on Schedule 4.9, neither Seller nor any Asset Selling Affiliate or Acquired Company or, to the Knowledge of Seller, ARC is in possession in respect of the Business of any inventory not owned by Seller, such Asset Selling Affiliate, the Acquired Company or ARC including goods already sold. All of the Acquired Inventory not written off has been valued, in the case of Acquired Inventory used or held for use in the OEM Business, at the lower of cost or market value on a first in, first out basis, and, in the case of Acquired Inventory used or held for use in the Aftermarket Business, at the lower of cost or net realizable value on a first in, first out basis. All of the Acquired Inventory now on hand that was purchased after the date of the Statement of Net Assets was purchased in the ordinary course of business at a cost not exceeding market prices prevailing at the time of purchase and at a quantity not exceeding current production planning requirements, subject to changing customer requirements and business conditions. The quantities of each item of Acquired Inventory (whether raw materials, work-in-process, or finished goods) are not excessive, but are reasonable in the present circumstances. Work-in-process Acquired Inventory is now valued and on the Closing Date will be valued in accordance with Schedule 4.9. Except as set forth on Schedule 4.9, all Acquired Inventory is maintained at one of the locations of the Real Property.
Acquired Inventory. Section 1.1(b) Acquisition Documents....................................... Section 7.2
Acquired Inventory. All of the Acquired Inventory are in good and usable condition, are useable or saleable in the ordinary course of business and are carried on the books and records of the Seller (including the Financial Statements and the Interim Financial Statements) at the lower of cost (determined on a first-in-first-out basis) or market value in accordance with the Agreed Principles, subject to any reserves (determined in accordance with the Agreed Principles) for obsolete or slow-moving inventory set forth on such financial statements. Since December 31, 2009, there has not been a material change in the method of valuing the Acquired Inventory or in the determination of how and whether costs or other items are capitalized into inventory. Schedule 3.20 sets forth all material consignment agreements pursuant to which Acquired Inventory are now consigned or have been consigned to others since December 7, 2007. All Acquired Inventory (other than Acquired Inventory in transit or Acquired Inventory consigned to others) are located at the Seller Owned Real Property. None of the Acquired Inventory was manufactured in whole or in part by Seller at a location other than the Seller Owned Real Property.
