Business Inventory Sample Clauses

Business Inventory. All Business Inventory consists of a quality and quantity 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. All Business Inventory is owned by Seller free and clear of all Encumbrances, and no Business Inventory is held on a consignment basis. The quantities of each item of Business Inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of Seller.
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Business Inventory. All of the Business Inventory constituting Transferred Assets reflected on the Financial Statements consists of a quality and quantity usable in the Business consistent with past management practices and has been valued in accordance with GAAP. All of the Business Inventory deemed obsolete, excessive or below-standard quality has been reserved against, written off or written down to net realizable value on the Financial Statements and valued in accordance with GAAP.
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Business Inventory. 16.1 The Seller shall procure that, at Completion, each relevant member of the GSK Group transfers to the Purchaser (or relevant Designated Purchaser, as the case may be) such Business Inventory as is beneficially owned by, or on behalf of, that member of the GSK Group at Completion (each such member of the GSK Group being a “Business Inventory Transferor”) with the intent that legal and beneficial title to, and risk in, the Business Inventory shall pass to the Purchaser (or relevant Designated Purchaser, as the case may be) at Completion. 16.2 Each Business Inventory Transferor shall be entitled to issue to the Purchaser (or relevant Designated Purchaser, as the case may be) appropriate invoices and other sales documentation in connection with the transfer at Completion of any Business Inventory by such Business Inventory Transferor (including, without limitation to the generality of the foregoing and for the avoidance of doubt, any Tax-related invoices in respect of the transfer of Business Inventory by the relevant Business Inventory Transferor), provided that, for the avoidance of doubt, no such invoice or documentation shall in any way cause or constitute an increase in the consideration otherwise payable under this Agreement for such Business Inventory.
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Business Inventory. 4.1 To the extent in existence at the date of this Agreement, the Business Inventory complies in all material respects with all applicable product specifications and with applicable requirements of GMP. 4.2 To the extent in existence at the date of this Agreement, all items of Business Inventory are beneficially owned by a member of the GSK Group.
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Business Inventory. None of the Business Inventory fails to meet Seller's applicable quality and shipping specifications for such Inventory as in effect on the date hereof. In the event of a breach of the representation in the immediately preceding sentence, the aggregate amount of the Loss arising from or in connection with such breach for purposes of Section 8.01 shall equal the book value of the Business Inventory not meeting such specifications as of the Closing Date, and, if Purchaser elects to seek indemnification pursuant to Section 8.01 with respect to such breach, Purchaser shall promptly return to Seller, free carrier Santa Xxxx Facility, the Business Inventory not meeting such specifications. The amount of Business Inventory reflected in the Balance Sheet Data and in Closing Date Net Working Capital reflects the amount of the actual Business Inventory as of September 30, 1996 or the Closing Date, as applicable, booked in accordance with Seller's standard historical practice and as of the date hereof, computed in a manner consistent with GAAP, except to the extent set forth in Appendix G or Schedule 4.01(c)-1.
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Business Inventory. Raw materials, components, semi-processed products, finished products, packaging, sub-products or other inventory items related to the Businesses that are not in all material respects appropriate for use or consumption or marketable in the ordinary course of business of the Business are appropriately reserved in the Financial Statements consistent with the policies and procedures of the Companies.
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Business Inventory. Except as set forth in Section 3.19 of the Seller Disclosure Letter, the Business Inventory of the Acquired Companies to be reflected in the Final Closing Balance Sheet will, as of the date of such balance sheet, be in good and merchantable condition and usable and saleable in the ordinary course of business, consistent with past practice, in all material respects, subject to reserves for obsolete and slow-moving inventory as set forth in such Final Closing Balance Sheet.
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Business Inventory 
Sample 1

Related to Business Inventory

  • Inventory To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

  • Property Inventory and Protection of Assets Grantee will; 1. maintain an inventory of equipment, supplies defined as controlled assets, and property described in this Contract and submit to the assigned contract manager, upon request. 2. maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. 3. if Grantee is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, use the proceeds to repair or replace those assets.

  • Location of Equipment and Inventory All Equipment and Inventory are (i) located at the locations indicated on Schedule 4 (ii) in transit to such locations or (iii) in transit to a third party purchaser which will become obligated on a Receivable to the Debtor upon receipt. Except for Equipment and Inventory referred to in clauses (ii) and (iii) of the preceding sentence, the Debtor has exclusive possession and control of the Inventory and Equipment.

  • Inventories All of the Assets constituting inventory are owned or used by Company, are in good, current, standard and merchantable condition and are not obsolete or defective.

  • Inventory and Equipment On the date hereof, the Inventory and the Equipment (other than mobile goods) are kept at the locations listed on Schedule 5.

  • Physical Inventory The Contractor shall periodically perform, record, and disclose physical inventory results. A final physical inventory shall be performed upon contract completion or termination. The Property Administrator may waive this final inventory requirement, depending on the circumstances (e.g., overall reliability of the Contractor’s system or the property is to be transferred to a follow-on contract).

  • SIGNIFICANT LANDS INVENTORY FINDING Find that this activity is consistent with the use classification designated by the Commission for the land pursuant to Public Resources Code section 6370 et seq.

  • As to Equipment and Inventory Such Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory sold or certain Equipment in transit and is permitted under the Credit Agreement), each in the ordinary course of business, or except as otherwise provided in the Credit Agreement or any of the other Loan Documents) at the places therefor specified in Section 3.1.1 hereof or, upon thirty (30) days’ prior written notice to the Secured Party, at such other places in a jurisdiction where all representations and warranties set forth in Article III shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 hereof shall have been taken with respect to the Equipment and Inventory (collectively, “Specified Locations”); (b) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer’s manual or good business practice; and forthwith, or in the case of any loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to the Secured Party a statement respecting any material loss or damage to any of the Equipment; and (c) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside.

  • Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

  • Merchantable Inventory All Inventory is in all material respects of good and marketable quality, free from all material defects, except for Inventory for which adequate reserves have been made.

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