Dillard's Inventories Sample Clauses

Dillard's Inventories. The Seller will continue to operate all of the Dillard's Departments until the expiration of the Dillard's Agreement on January 31, 1998. Subject to the terms and conditions contained herein, the Seller agrees to sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to purchase and acquire from the Seller (the "Dillard's Transfer"), on February 27, 1998 (or on such other date as the Buyer and the Seller shall mutually agree), all finished goods inventories, comprised of fine jewelry and watches, of the Division located at the Dillard's Departments as of January 31, 1998 (the "Dillard's Inventories"), but excluding (i) all inventories held on consignment, (ii) all inventories which are damaged (whether or not under repair) and not saleable in the ordinary course of business (iii) all inventories at locations owned, operated or otherwise controlled by or for any of the Division's vendors and (iv) all goods in transit from any vendor to the Seller on the date of closing of the Dillard's Transfer. No other assets shall be the subject of the Dillard's Transfer. The purchase price for the sale and transfer of the Dillard's Inventories (the "Dillard's Inventories Purchase Price" and when referred to collectively with the Division Assets Purchase Price, the "Purchase Price") shall be the Invoiced Cost (such anount not to exceed $4,950,000 in the aggregate) thereof (as reflected on the Seller's books and records based on the retail method FIFO and in accordance with GAAP), and the Buyer shall pay and deliver the Dillard's Inventories Purchase Price to the Seller at the closing of the Dillard's Transfer by a wire transfer of immediately available funds to such bank account as the Seller will direct; provided, however, that, the Invoiced Cost of the Dillard's Inventories shall include only Loads in respect thereof up to the amount, if any, by which Loads for the Inventories transferred pursuant to Section 2(a)(vii) hereof is less than $1,100,000. The Seller shall arrange to have all of the Dillard's Inventories from said departments moved to, and organized for inspection at, the Distribution Center by February 15, 1998; such merchandise shall be sorted by category/class (for example, diamonds, watches, gold and gemstones) and a corresponding list thereof shall be provided to the Buyer not later than such date. Not later than three days before the closing of the Dillard's Transfer (or at such other time as Buyer and Seller may agree), Buyer and...
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Dillard's Inventories. The Seller will continue to operate all of the Dillard's Departments until the expiration of the Dillard's Agreement on January 31,

Related to Dillard's Inventories

  • 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.

  • 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.

  • Computer Equipment Recycling Program If this Contract is for the purchase or lease of computer equipment, then Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328.

  • Physical Inventories (a) Cause not less than two physical inventories to be undertaken, at the expense of the Loan Parties, in each Fiscal Year and periodic cycle counts, in each case consistent with past practices, conducted by such inventory takers as are reasonably satisfactory to the Collateral Agent and following such methodology as is consistent with the methodology used in the immediately preceding inventory or as otherwise may be reasonably satisfactory to the Collateral Agent. The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party. The Lead Borrower, within 30 days following the completion of such inventory, shall provide the Collateral Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Loan Party) and shall post such results to the Loan Parties’ stock ledgers and general ledgers, as applicable. (b) Permit the Collateral Agent, in its Permitted Discretion, if any Event of Default exists, to cause additional such inventories to be taken as the Collateral Agent determines (each, at the expense of the Loan Parties).

  • 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).

  • 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.

  • Raw Materials A. Catalent shall procure Raw Materials only from vendors that are approved in writing by Palatin or otherwise qualified in accordance with the provisions of the Quality Agreement. Catalent shall be responsible for procuring Raw Materials as necessary to meet the Firm Commitment. Catalent shall not be liable for any delay in delivery of Product if (i) Catalent is unable to obtain, in a timely manner, a particular Raw Material necessary for Processing and (ii) Catalent placed orders for such Raw Materials promptly following receipt of Palatin’s Firm Commitment. In the event that any Raw Material becomes subject to purchase lead time beyond the Firm Commitment time frame, the parties will negotiate in good faith an appropriate amendment to this Agreement, including Clause 4.2. B. In certain instances, Palatin may require a specific supplier, manufacturer or vendor (“Vendor”) to be used for Raw Material. In such an event, (i) such Vendor will be identified in the Specifications and (ii) the Raw Materials from such Vendor shall be deemed Palatin-supplied Materials for purposes of this Agreement. If the cost of the Raw Material from any such Vendor (other than a Vendor specified in the Specifications as of the Effective Date) is greater than Catalent’s costs for the same raw material of equal quality from other vendors, Catalent shall add the difference between Catalent’s cost of the Raw Material and the Vendor’s cost of the Raw Material to the Unit Pricing. Palatin will be responsible for all reasonable, out-of-pocket costs incurred by Catalent associated with qualification of any such Vendor who has not been previously qualified by Catalent. C. In the event of (i) a Specification change for any reason, (ii) obsolescence of any Raw Material or (iii) termination or expiry of this Agreement, Palatin shall bear the cost of any unused Raw Materials (including packaging), so long as Catalent (a) purchased such Raw Materials in quantities consistent with Palatin’s then current Firm Commitment and any minimum purchase obligations required by the vendor and (b) used commercially reasonable efforts to mitigate such costs by using any such unused Raw Materials in the manufacture of other products.

  • Television Equipment Recycling Program If this Contract is for the purchase or lease of covered television equipment, then Contractor certifies that it is compliance with Subchapter Z, Chapter 361 of the Texas Health and Safety Code related to the Television Equipment Recycling Program.

  • Personnel Equipment and Material Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the reasonable opinion of County, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the Project when so instructed by County. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than County. Engineer may not change the Project Manager without prior written consent of County.

  • TOOL STORAGE 1. A company shall provide on all construction jobs in towns and cities, and elsewhere where reasonably necessary and practicable (or if requested buy the employee), a suitable and secure waterproof lock-up solely for the purpose of storing employees’ tools, and on multi-storey and major projects the company shall provide, where possible, a suitable lock-up for employees’ tools within a reasonable distance of the work area of large groups of employees. 2. Where an employee is absent from work because of illness or accident and has advised the company in accordance with Clause 33 – Personal Leave of the award, the company shall ensure that the employee’s tools are securely stored during his/her absence.

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