Credit for Certain Inventories Sample Clauses

Credit for Certain Inventories. Seller shall receive a credit equal to 75% of the book value, as of Closing, of all goods then held by Operator for sale in the lobby gift shop, the spa and the golf pro shop operated within the Hotel in the Ordinary Course. Seller shall receive no credit for the value of the food and beverage inventories existing as of Closing, the price of the same being deemed paid with delivery of the Purchase Price.
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Credit for Certain Inventories. At Closing, Seller shall receive a credit (based upon the original net invoice price paid) for (x) all unopened Liquor Inventory owned by 8440 LLC as of the Closing (which Liquor Inventory is not being purchased by Purchaser hereunder but shall be transferred in accordance with the Liquor Assets Escrow Agreement, subject to the post-Closing food and beverage operations agreement referred to in Section 4.2(p)) and (y) all unopened Retail Inventories at the Hotel as of the Closing Date, and Purchaser shall purchase all such unopened Retail Inventories. The amount of such credit shall be based on the actual costs (including without limitation sales tax) paid by Seller (or 8440, as applicable) for the actual inventory of such unopened Liquor Inventory and Retail Inventories by Seller’s and Purchaser’s representatives.
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Credit for Certain Inventories. As of the date immediately prior to the Closing Date, Seller and Purchaser shall jointly conduct or cause the Manager to conduct an inventory of all (a) Unopened Inventory, and (b) all Retail Inventory in the Hotel gift shop, spa, fitness center or any other area at the Hotel conducting retail sales, and shall deliver a written report thereon to Seller and Purchaser. Such report shall reflect the cost of the Unopened Inventory and the Retail Inventory at the acquisition cost thereof. On account of Purchaser’s purchase of the Unopened Inventory and the Retail Inventory, Seller shall receive a credit at Closing in an amount equal to the total cost of the Unopened Inventory and the Retail Inventory, as reflected in such report.
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Credit for Certain Inventories. Seller shall receive a proration credit equal to the book value at Closing of the Retail Inventory.
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Credit for Certain Inventories. Seller shall receive a credit (based upon the original net invoice price paid by it) from Buyer for all full, unopened Inventory (subject, however, to Section 7.2.1, in the case of the Liquor Inventory) transferred to Buyer at Closing. For purposes of the foregoing sentence, an individual container shall not be considered opened if the container itself is not opened but the crate, box or pallet including such container and other similar containers shall have been opened. The amount of such credit shall be based on an actual inventory of such Inventory by Seller’s and Buyer’s representatives.
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Credit for Certain Inventories. Seller shall receive a proration credit equal to the book value at Closing of the Food and Beverage Inventory and the Retail Inventory (subject, however, to Section 7.2.2, in the case of the Liquor Inventory).
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Credit for Certain Inventories. At Closing, Seller shall receive an aggregate credit in the amount of fifty percent (50%) of the value of the Food and Beverage Inventory as of the Closing Date, as such value is reflected in the financial books of the Hotel; provided, however, in no event shall such credit exceed $60,000.
Sample 1
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Credit for Certain Inventories. As of the date immediately prior to the Closing Date, Seller and Buyer shall jointly conduct or cause Hotel Manager or any joint designee of Buyer and Seller to conduct an inventory of (i) all Inventory and (ii) all Food and Beverage Inventory, in each case, that are unused and in unopened cases (or bottles or jars in the case of Food and Beverage Inventory) and located at the Hotel (“Unopened Inventory”), and shall deliver a written report covering such Unopened Inventory to Seller and Buyer. The parties hereby agree that Seller shall receive a credit for all Unopened Inventory at Closing in the amount of the actual cost paid by Seller for the same. Seller shall not receive a credit at Closing for any other supplies, inventories or personal property.
Sample 1
Credit for Certain Inventories. As of the date immediately prior to the Closing Date, Seller and Purchaser shall jointly conduct or cause the Manager to conduct an inventory of all (a) Unopened Inventory, and (b) all Retail Inventory in the Hotel gift shop, spa, fitness center or any other area at the Hotel conducting retail sales (excluding areas operated by third parties under a Lease), and shall deliver a written report thereon to Seller and Purchaser. Such report shall reflect the cost of the Unopened Inventory and the Retail Inventory at the acquisition cost thereof. Seller shall receive a credit at Closing in an amount equal to the total cost of the Unopened Inventory attributable to beer, wine and other alcoholic beverages, as reflected in such report, but the remainder of the Unopened Inventory and Retail Inventory shall not result in any adjustment to the Purchase Price at Closing.
Sample 1

Related to Credit for Certain Inventories

  • Eligible Inventory As to each item of Inventory that is identified by any Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory.

  • Accounts Receivable; Inventories The accounts receivable of Seller reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the books of Seller on the date hereof, are (except to the extent reserved in accordance with GAAP) valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, deductions, set-offs or counterclaims. The inventories reflected on the Unaudited Financial Statements and held by Seller on the date hereof, net of reserves therefor in accordance with GAAP, are usable or saleable in the ordinary course of Business. Such inventories have been reflected on the Unaudited Financial Statements at the lower of cost or market value (taking into account the usability or salability thereof) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories of raw materials, supplies and products have been purchased by Seller in the ordinary course of the Business, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does not have any Knowledge of any conditions affecting the supply of materials or products available to Seller and, to the Knowledge of Seller, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

  • Combination Product The term “

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Characteristics of Receivables As of the Cut-Off Date (or such other date as may be specifically set forth below), each Receivable:

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