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.
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. 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. 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. 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. 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 is being maintained at levels appropriate for the continuation of the Acquired Product Line in the Ordinary Course. Schedule 1.1.13 (Acquired Inventory) accurately sets out for all Acquired Inventory as of the date specified therein the product name, lot number, manufacturing date, manufacturer, and approximate amount remaining. To the Seller’s Knowledge, the Acquired Inventory was manufactured and has at all times been transported and stored in accordance with all applicable requirements of any Governmental Entity and applicable Laws. At least *** percent (***%) of the Acquired Inventory has *** percent (***%) shelf life remaining and is less than ***years old, both as measured on the Closing Date.
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. Section 1.1(b) Acquisition Documents....................................... Section 7.2
Acquired Inventory. To Seller’s knowledge, the Acquired Inventory is in compliance is all material respects with all applicable law, including, without limitation, the United States Consumer Product Safety Act. The cost of the Acquired Inventory shall be paid for in full by the Seller in the ordinary course consistent with past practice.
