Assets; Inventory. As of the Closing Date, all of the tangible Assets are in good operating order, condition, and repair, ordinary wear and tear excepted, and are suitable for use in the ordinary course of the Business. All inventory is of usable and saleable quality and includes no material amount of obsolete or discontinued items or items that cannot be used by Purchaser in the ordinary course of the Business.
Assets; Inventory. (a) Except as set forth on Schedule 3.11, the Company and each Subsidiary has good title to all of its properties, or has possession of all leased properties, necessary for operation of the business of the Company as presently conducted, including all of the assets reflected on the Interim Balance Sheet (but excluding any Real Estate, as to which Section 3.12 applies), free and clear of any Lien, except for:
Assets; Inventory. Except as set forth on Schedule 3.6, all of the material assets of the Company and the Subsidiaries are in good operating condition and repair, subject to normal wear and tear, are usable in the regular and ordinary course of business, and conform in all material respects to all material applicable Laws, licenses, authorizations and approvals issued to the Company by any Governmental Authority relating to their construction, use and operation. The Assets constitute all material assets and rights necessary to operate the Business as currently conducted and the Company or a Subsidiary has marketable title to all such assets, free and clear of all Liens other than Permitted Liens. The term "Permitted Liens" means (a) tax liens with respect to taxes not yet due and payable or which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with generally accepted accounting principles, consistently applied; (b) deposits or pledges made in connection with, or to secure payment of, utilities or similar services, workers' compensation, unemployment insurance, old age pensions or other social security obligations; (c) purchase money security interests in any property acquired by the Company or any Subsidiary; (d) interests or title of a lessor under any lease; (e) mechanics', materialmen's or contractors' liens or encumbrances or any similar lien or restriction for amounts not yet past due; (f) easements, rights-of-way, restrictions and other similar charges and encumbrances not interfering with the ordinary conduct of the business of the Company and its Subsidiaries or detracting from the value of the assets of the Company and its Subsidiaries; (g) liens outstanding on the date hereof which secure the indebtedness outstanding under the Senior Loan Agreement, the Subordinated Loan Agreement or the Credit Agreement. The inventory of the Subsidiaries consists only of items of quality and quantity commercially useable and saleable in the ordinary course of the Subsidiaries' manufacturing processes, and is fit for the purpose for which it was procured or manufactured, except for any items of obsolete material or material below standard quality, all of which have been written down to realizable market value, or for which adequate reserves have been provided on the Balance Sheet and except for immaterial amounts. All such items of inventory are (and will be) carried at amounts which reflect valuati...
Assets; Inventory. Substantially all of the properties and assets used in the Business, except for such assets that are immaterial to the business of MW, are workable and useable in the ordinary course of business and are suitable for the uses for which they were intended and are used. The inventory of MW reflected in the Financial Statements, after giving effect to all adjustments thereon has been acquired in the ordinary course of business and has been and will be reflected on the books of MW in accordance with the GAAP, consistently applied. The inventory reflected in the Financial Statements, after giving effect to all adjustments thereon consists of items of a quality and quantity useable and saleable in the normal course of business at usual and customary prices including discounts in the ordinary course of business. The level of the inventory as of the Closing Date is reasonable in light of MW's business prospects. MW and the Stockholders know of no material adverse condition affecting MW's ability to obtain inventory in the future in the quality and quantity as now being obtained.
Assets; Inventory. 22 3.14 Customers and Vendors . . . . . . . . . . . . . . . . . . 22 3.15 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 23 3.16
Assets; Inventory. All of the properties and assets used in the Business, except for such assets which are immaterial to the business of TBS, are workable and useable in the ordinary course of business and are suitable for the uses for which they were intended and are used. The inventory of TBS has been acquired in the ordinary course of business and has been and will be reflected on the books of TBS in accordance with the GAAP, consistently applied. The inventory consists of items of a quality and quantity useable and saleable at normal prices without discount in the normal course of business. The level of the inventory as of the Closing Date is reasonable in light of TBS's business prospects. TBS and the Stockholders know of no material adverse condition affecting TBS's ability to obtain inventory in the future in the quality and quantity as now being obtained. AGREEMENT AND PLAN OF REORGANIZATION PAGE 23
Assets; Inventory. 8.1 The Recipient shall maintain an inventory of all goods purchased and claimed under this MoU that cost more than USD 500.
Assets; Inventory. All of the properties and assets used in the Business, except for such assets which are immaterial to the business of WGB, are workable and useable in the ordinary course of business and are suitable for the uses for which they were intended and are used. The inventory of WGB has been acquired in the ordinary course of business and has been and will be reflected on the books of WGB in accordance with the GAAP, consistently applied. The inventory consists of items of a quality and quantity useable and saleable at normal prices without discount in the normal course of business. The level of the inventory as of the Closing Date is reasonable in light of WGB's business prospects. WGB knows of no material adverse condition affecting WGB's ability to manufacture or obtain inventory in the future in the quality and quantity as now being manufactured or obtained.
Assets; Inventory. The Subcontractor agrees to maintain the Assets Inventory of all such assets provided in Annex E. Assets and inventory: Crown Agents considers any equipment and/or supplies purchased in part or fully from funds as project assets if they have a useful life of more than one year; and either (1) the purchase price or development cost of the asset is in excess of £500 or equivalent in local currency; or (2) is a group of lower value items (e.g. pharmaceutical products, food, relief packs, etc.) where the combined value is in excess of £500 or equivalent in local currency; or (3) can be considered an attractive item regardless of cost (e.g. mobile phones, cameras, laptops, tablets, satellite phones, vehicles, etc.). The Subcontractor will ensure that a physical check of all assets takes place on at least an annual basis and submit to Crown Agents an up to date Assets Inventory template (Annex E), providing confirmation of the checks, alongside the annual accounts. Where possible the Partner should undertake these checks directly. The Subcontractor will be accountable for the appropriate use and control of inventory items, in line with this Arrangement. The Subcontractor will manage the risk of assets being lost, stolen, damaged or destroyed under its own policies and procedures. Crown Agents expects the Subcontractor to cover the cost of repairing or replacing lost, stolen, damaged or destroyed assets and should make a risk-based decision on how best to do this. If the Subcontractor decides to take out commercial insurance to cover lost, stolen, damaged or destroyed assets, funds cannot be used to fund the premiums unless, by exception, explicitly agreed in writing in advance. The Client will retain ultimate ownership of all assets, specifically project assets, financial assets and information assets, until ownership transfer or asset disposal is otherwise agreed in writing by Crown Agents, acting on behalf of the Client, normally at the end of this Agreement. The Subcontractor should propose an appropriate disposal schedule to Crown Agents in writing no later than 14 days before the project end date. The supplier shall be required to obtain Crown Agents approval prior to the purchase of any assets in excess of £500 providing details of costs and justifying its contribution to the sustainable outcome of the programme. Annex C ELIGIBLE EXPENDITURE In accordance with Annex B, the funding amount is to be used solely for costs included as part of the budget agreed ...
Assets; Inventory. Substantially all of the properties and assets used in the Business are workable and useable in the ordinary course of business and are suitable for the uses for which they were intended and are used. The inventory of CMS reflected in the Financial Statements, after giving effect to all adjustments thereon, has been acquired in the ordinary course of business and has been and will be reflected on the books of CMS in accordance with GAAP, consistently applied. Except as set forth in SCHEDULE 3.13, the inventory reflected in the Financial Statements, after giving effect to all adjustments thereon consists of items of a quality and quantity useable and saleable in the normal course of business at usual and customary prices. The level of the inventory as of the Closing Date is reasonable in light of CMS's business prospects. CMS and the Stockholders know of no material adverse condition affecting CMS's ability to obtain inventory in the future in the quality and quantity as now being obtained.
