Business Inventory Sample Clauses
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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.
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.
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.
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.
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 Rosa Facility, the Business Inventory not meeting such specification▇. ▇he 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.
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.
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.
Business Inventory