Condition of Assets; Inventory Sample Clauses

Condition of Assets; Inventory. (a) The items of Tangible Personal Property are in good condition, have been operated and maintained in accordance with industry standards, and are reasonably adequate for the uses to which they are currently being put and no such item of Tangible Personal Property is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost. (b) Seller’s inventory: (i) was acquired and is sufficient for the operation of the Business in the ordinary course consistent with past practice and (ii) is of a quality and quantity usable or saleable in the ordinary course of business.
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Condition of Assets; Inventory. (a) Each of the Assets is in good repair and good operating condition, is suitable for immediate use, and is free from latent and patent defects. No Asset is in need of repair or replacement. All Assets used in the Seller's business are in the possession of the Seller. (b) All of the Seller's inventory is merchantable and fit for the purposes for which it was procured or manufactured, and none of such inventory is slow moving, obsolete, damaged, or defective.
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Condition of Assets; Inventory. All of the Assets to be purchased and sold hereunder and all of the RSA 2 Assets (i) have been maintained in all material respects in accordance with general industry practices, (ii) are in good operating condition and repair, subject only to ordinary wear and tear, and (iii) are usable and fit in all material respects in accordance with general industry practices for their intended purpose. Seller, Licensee and Shareholder shall use their respective reasonable efforts and shall cooperate with Purchaser with respect to the transfer to Purchaser of all existing manufacturers', vendors', installers' or other warranties for the Assets which are in effect as of the Date of Closing. All of the Inventory being purchased and sold hereunder and all inventory of the Partnership, including raw materials, work in process and finished goods (the "RSA 2 INVENTORY"), consists of items which are reasonably current models, undamaged and of a type and quantity saleable at customary prices in the ordinary course of business. The Inventory and the RSA 2 Inventory have been purchased in the ordinary course of business and are consistent, in the reasonable judgment of Seller and Shareholder, with the anticipated requirements of the Business, and the volume of purchases thereof and of orders therefor have not been reduced or increased in anticipation of the consummation of the transactions contemplated hereby.
Sample 1
Condition of Assets; Inventory. Except as set forth on Schedule 4.5, to the Seller's Knowledge, all of the Purchased Assets and the AAE Purchased Assets, whether owned or leased, are in good operating condition and repair (with the exception of normal wear and tear), and are free from defects other than minor defects as do not interfere with the present use thereof in the conduct of normal operations. The Inventory does not include items that are obsolete, damaged or slow moving, for which reserves have not been established in accordance with GAAP, as reflected on the September 30 Net Working Capital Statement. The Inventory is in good and merchantable condition, is suitable and usable for the purposes for which it is intended and is in a condition such that it can be sold in the ordinary course of the Business consistent with past practice. The Inventory is valued on the Books and Records at the lesser of cost or fair market value net of reserves recorded in accordance with GAAP.
Sample 1
Condition of Assets; Inventory. (a) Each of the Assets, including without limitation the four Model PIWS-3000 mobile treatment units, serial numbers 4, 5, 6 & 7, is in good repair and good operating condition, is suitable for immediate use, and is free from latent and patent defects. No Asset is in need of repair or replacement. All Assets used in the Seller's business are in the possession of the Seller. Subject to the Seller's obligations set forth in Section 5.07 of this Agreement, and notwithstanding any provision of this subsection (a) to the contrary, the Seller is conveying the Model PIWS-3000 mobile treatment units, serial numbers 1 and 3, to the Buyer "as is." (b) Each of the six Model PIWS-3000 mobile treatment units, serial numbers 1, 3, 4, 5, 6 & 7 (collectively, the "Purchased Units"), if operated and maintained by the Buyer in accordance with the operating manual(s) and any other written operating procedures provided therefor by the Seller to the Buyer, will (i) process not less than 1,500 pounds of waste per hour and (ii) meet or exceed the regulatory compliance processing requirements of each jurisdiction in which such Purchased Unit is approved for use. (c) The fair market value of the Purchased Units as of the Closing Date, as would be determined by an independent appraisal, is not less than $500,000.
Sample 1
Condition of Assets; Inventory. All of the Assets to be purchased and sold hereunder (i) have been maintained in all material respects in accordance with general industry practices, (ii) are in good operating condition and repair, subject only to ordinary wear and tear, and (iii) are usable and fit in all material respects in accordance with general industry practices for their intended purpose. Seller shall use its reasonable best efforts and shall cooperate with Purchaser with respect to the transfer to Purchaser of all existing manufacturers', vendors', installers' or other warranties for the Assets which are in effect as of the Date of Closing. No additional expenditures are required in order to equip each of the twenty-six (26) current cellular sites with digital capability. All of the Inventory being purchased and sold hereunder, including raw materials, work in process and finished goods, consists of items which are models manufactured after August 31, 1996 , undamaged and of a type and quantity saleable at customary prices in the Ordinary Course of Business. The items of Inventory have been purchased in the Ordinary Course of Business and are consistent with the anticipated requirements of the Cellular Business in the reasonable judgment of Seller and consistent with past practices, and the volume of purchases thereof and of orders therefor have not been reduced or increased in anticipation of the consummation of the transactions contemplated hereby.
Sample 1
Condition of Assets; Inventory. (a) Each of SteriLogic's material assets is in good repair and good operating condition, is suitable for immediate use, provided such use is consistent with the manner in which such assets are being used as of the Effective Date. To SteriLogic's and each of the Shareholders' Knowledge, each of SteriLogic's material assets is free from latent and patent defects, and, except with respect to SteriLogic's sharps container system and the respective mounting hardware (which requires replacement as described in Section 1.08(e) above) none of such material assets are in need of repair or replacement. All assets used in SteriLogic's business are in the possession of SteriLogic. (b) All of SteriLogic's inventory is merchantable and fit for the purposes for which it was procured or manufactured.
Sample 1
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Related to Condition of Assets; Inventory

  • Condition of Assets 4 2.10 TITLE TO AND ENCUMBRANCES ON PROPERTY . . . . . . . . . . . . . . . . . . 4 2.11 INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2.12 INTELLECTUAL PROPERTY RIGHTS; NAMES . . . . . . . . . . . . . . . . . . .

  • Location of Assets To keep any property belonging to the Trust at any place in theUnited States.

  • 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.

  • Disposition of Assets No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

  • Sale of Assets, Etc (a) Subject to the penultimate paragraph of this clause (a), the Company will not and will not permit any of its Restricted Subsidiaries to make any Transfer, provided that the foregoing restriction does not apply to a Transfer if: (i) the property that is the subject of such Transfer constitutes (A) inventory, (B) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Company and the Restricted Subsidiaries or that is obsolete or (C) checks, drafts, money orders or other instruments with respect to accounts receivable that are to be collected in the ordinary course of business, and, in each case, such Transfer is in the ordinary course of business; (ii) such Transfer is (A) from a Restricted Subsidiary to the Company or a Wholly-Owned Restricted Subsidiary or (B) from the Company to a Wholly-Owned Restricted Subsidiary; (iii) such Transfer is subject to Section 11.2 and satisfies the requirements thereof; or (iv) such Transfer is not a Transfer described in clause (i) through clause (iii) above, and all of the following conditions shall have been satisfied with respect to such Transfer (each such Transfer is referred to as a "Basket Transfer"): (A) in the good faith opinion of the Board of Directors of the Company, the Transfer is in exchange for consideration with a Fair Market Value at least equal to the greater of book value or the Fair Market Value of the property exchanged, is in the best interests of the Company and the Restricted Subsidiaries, and is not detrimental to the interests of the holders of Notes, (B) immediately after giving effect to such transaction no Default or Event of Default would exist, and (C) immediately after giving effect to such Transfer, (I) the book value of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10% of Consolidated Tangible Net Assets determined as of the end of the then most recently fiscal year of the Company ended prior to such period, and (II) the Operating Income Contribution Percentage of all property that was the subject of any Basket Transfer occurring during the period beginning with the date that is 12 calendar months preceding the first day of the month in which such Basket Transfer occurred and ending on the date of such Basket Transfer does not exceed 10%. For purposes of determining the book value of any property that is the subject of a Transfer, such book value shall be the book value of such property, as determined in accordance with GAAP, at the time of the consummation of such Transfer, provided that, in the case of a Transfer of any capital stock or other equity interests of a Subsidiary, as provided in Section 11.9(b), the book value thereof shall be deemed to be an amount equal to

  • VALUATION OF ASSETS For all purposes of this Agreement, including, without limitation, the determination of the Net Asset Value per Unit of each Class, the assets of this FuturesAccess Fund shall be valued according to the following principles: (a) The Net Assets of this FuturesAccess Fund are its assets less its liabilities determined in accordance with generally accepted accounting principles and as described below. Accrued Performance Fees (as described in the Disclosure Document) shall reduce Net Asset Value, even though such Performance Fees may never, in fact, be paid. (b) For the avoidance of doubt, the Sponsor shall, in general, apply the following principles in valuing this FuturesAccess Fund’s assets: (i) commodity interests and currency interests which are traded on a United States exchange shall be valued at their settlement on the date as of which the values are being determined; (ii) commodity interests and currency interests not traded on a United States exchange shall be valued based upon policies established by the Sponsor, generally based on prices as reported by any reliable source selected by the Sponsor, consistently applied for each variety of interest; (iii) swap agreements shall be valued in the good faith discretion of the Sponsor based on quotations received from dealers deemed appropriate by the Sponsor; (iv) bank and other interest-bearing accounts, Treasury bills and other short-term, interest-bearing instruments shall be valued at cost plus accrued interest; (v) securities which are traded on a national securities exchange shall be valued at their closing price on the date as of which their value is being determined on the national securities exchange on which such securities are principally traded or on a consolidated tape which includes such exchange, whichever shall be selected by the Sponsor, or, if there is no closing price on such date on such exchange or consolidated tape, at the prior day’s closing price; (vi) securities not traded on a national securities exchange but traded over-the-counter shall be valued based on prices as reported by any reliable source selected by the Sponsor; (vii) money-market funds shall be valued at their net asset value on the date as of which their value is being determined; (viii) if on the date as of which any valuation is being made, the exchange or market herein designated for the valuation of any given assets is not open for business, the basis for valuing such assets shall be such value as the Sponsor may deem fair and reasonable; Aspect FuturesAccess LLC

  • Title to and Condition of Assets The Company or one of its Subsidiaries has good and valid title to or a valid leasehold interest in all of its material tangible assets, including all of the material tangible assets reflected on the Balance Sheet or acquired in the ordinary course of business consistent with past practice since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due and payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the property to which they relate, (v) zoning, planning and other similar limitations and restrictions imposed by Governmental Entities to regulate any real property that are not violated by the use and operation of such real property, (vi) the rights of licensors and licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Company or any of its Subsidiaries so long as such liens do not breach and would not reasonably be expected to breach a customary covenant of quiet enjoyment (due to the existence of a non-disturbance agreement or other arrangement in which the tenant’s interest is recognized and protected) or (viii) Encumbrances arising or incurred in the ordinary course of business consistent with past practice none of which are reasonably likely to adversely interfere in any substantial way with the ownership, occupancy or use of the property encumbered thereby or (ix) Encumbrances disclosed on Section 3.18 of the Company Disclosure Letter (collectively, “Permitted Encumbrances”).

  • Xxxxxx, Sale of Assets, etc If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Description of Assets Upon the terms and subject to the conditions set forth in this Agreement, Seller does hereby grant, convey, sell, transfer and assign to Buyer the following assets, properties and contractual rights of Seller, wherever located, subject to the exclusions hereinafter set forth: (a) all equipment used or for use in the operation of the Business, including, without limitation, the equipment listed on Schedule 1.1(a) attached hereto and made a part hereof (the "Equipment"); (b) all of the motor vehicles used or for use in the Business, and all radios, attachments, accessories and materials handling equipment now located in or on such motor vehicles (the "Rolling Stock"), as the same are listed and more completely described by manufacturer, model number and model year on Schedule 1.1(b), attached hereto and made a part hereof; (c) all manual and automated routing and billing information and components thereof; (d) all contractual rights of Seller with Seller's customers (whether oral or in writing) relating to the conduct of the Business (the "Customer Accounts"), and all commitments, lists, leases, permits, licenses, consents, approvals, franchises and other instruments relating to the Customer Accounts (the "Related Approvals"); a complete and accurate list of the Customer Accounts and the Related Approvals is set forth on Schedule 1.1(d), attached hereto and made a part hereof, and true and complete copies of all Customer Accounts and Related Approvals shall be delivered to Buyer simultaneously with the execution and delivery of this Agreement; (e) all of Seller's inventory of parts, tires and accessories of every kind, nature and description used or for use in connection with the Business (the "Inventory"); (f) all right, title and interest of Seller in and to all trade secrets, proprietary rights, symbols, trademarks, service marks, logos and trade names used in the Business; (g) all permits, licenses, franchises, consents and other approvals relating to the Business set forth on Schedule 1.1(g), attached hereto and made a part hereof (the "Permits"), true and complete copies of which are attached to Schedule 1.1(g); (h) Seller's leasehold interest in the Land; (i) all of Seller's right, title and interest in and to the name "Suburban Wastewater Services Inc." and the right to use such name (the "Business Name"); (j) all of Seller's existing documents, files and other material related to all current or past customers of the Business; (k) all of Seller's shop tools, nuts and bolts relating to the Business; and (l) all of the goodwill of the Business. All of the foregoing assets, properties and contractual rights are hereinafter sometimes collectively called the "Assets."

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