Excess and Obsolete Inventory Reserve Sample Clauses

Excess and Obsolete Inventory Reserve. Each Group Member shall review its aged inventory as of the Effective Time. The aged inventory shall be based on the inventory quantity on hand as of the Effective Time and historical usage in either the manufacture of finished goods or sale to third parties. All items with over one year supply on hand shall be reviewed for possible inclusion in the excess and obsolete inventory reserve. The Group Member’s or Company’s management shall make a determination whether to reserve for each item based on its determination of future use, either in manufacturing or service parts sales. Consideration shall be given to parts or finished goods related to new products introduced in the most recent fiscal year or currently in development. The Group Member shall reserve for any item not determined to have potential future use or if the quantity on hand exceeds the estimated future use. Management shall determine if the items have scrap value or may be returned to the supplier, in either of which cases the Group Member shall reserve for only the value in excess of the estimated value to be recovered. The total value of these identified items to be reserved for is the Specific Reserve. Once a Specific Reserve is determined, a General Reserve shall be determined. Unless an active obsolete inventory clean up process was performed by the Group Member during the calendar year 2006, the sum of the Specific and General Reserves as a percentage of total inventory shall be consistent with prior years. In determining the Final Net Asset Value, there shall be (a) excluded from the calculation any asset or liability that is booked as such only as a result of the transactions contemplated by the Stock Purchase Agreement, and (b) included in the calculation any asset or liability that is not booked as such only as a result of the transactions contemplated by the Stock Purchase Agreement, to the extent such amounts are in accordance with GAAP. Schedule 2.1 Shareholders Name of Shareholder No. of Company Common Shares The Jonas Family Philanthropic Fund 25.0 The Xxxxxx Xxxxxxxxxx Fund 75.0 LNR Investments, L.P. 475.0 CRJ Investments. L.P. 250.0 NLJ Investments. L.P. 250.0 GJ Investments, L.P. 250.0 HVJ Investments, L.P. 475.0 Sikele Investment Holdings, L.P. 719.5 Matwetwe Investment Holdings, L.P. 505.5 Bevrose Investments, L.P. 250.0 Emmrose Investments, L.P. 250.0 Xxxxxxx Investments, L.P. 250.0 BBK Family Investments, L.P. 250.0 HPK Family Investments, L.P. 975.0 Rues Investments, L....
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Related to Excess and Obsolete Inventory Reserve

  • Special Covenants With Respect to Equipment and Inventory Each Grantor shall:

  • Inventory Adjustment (a) No more than three (3) days prior to Closing, a physical count of all saleable inventory, raw materials, castings, grates and other ancillary products included in the Seller Assets (the “Closing Inventory”) shall be carried out at the Designated Plants by representatives of each of the Seller and the Purchaser, which physical count shall be carried out in a manner mutually agreed upon by the parties. For the purposes of this Section 3.1(a), “saleable” inventory shall mean (i) finished goods, which are of first quality and saleable in the ordinary course without discount, and (ii) all raw materials, castings, grates and other ancillary products that are useable in the production of pipe and precast products or otherwise suitable for resale, unless obsolete, damaged or cosmetically impaired. The representatives of each of the Purchaser and the Seller shall attempt, in good faith, to resolve any disputes which may arise during the physical count of the inventory. Upon completion of the physical count of the inventory, the representatives of each of the Seller and the Purchaser shall agree upon and execute a statement setting forth either (i) the final physical count of the inventory in the event that the representatives agree on such final physical count or (ii) the final physical count of the inventory of each of the Seller and the Purchaser in the event that the representatives were unable to resolve in good faith any disputes during the physical inventory count, noting such items of dispute (the “Disputed Seller Inventory Items”) therein. The value of Closing Inventory shall be determined in accordance with the Inventory Methodology. In the event that there are any Disputed Seller Inventory Items, such Disputed Seller Inventory Items shall be resolved following the Closing pursuant to the dispute resolution procedures set forth in Section 3.2 and the final physical count agreed to by the parties or resolved pursuant to Section 3.2 shall be final and binding on the parties, including for purposes of determining the Closing Inventory. (b) No later than 90 days after the Closing Date (or if such day is not a Business Day, the next Business Day), the Purchaser shall deliver to the Seller a certificate executed by the

  • Negative Capital Accounts No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

  • As to Equipment and Inventory The Grantor hereby agrees that it shall

  • 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.

  • 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.

  • Accounts and Inventory Each Account or item of Inventory which Borrower shall, expressly or by implication, request Lender to classify as an Eligible Account or as Eligible Inventory, respectively, shall, as of the time when such request is made, conform in all respects to the requirements of such classification as set forth in the respective definitions of "Eligible Account" and "

  • 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.

  • Inventory; Returns Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly notify Bank of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000).

  • 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.

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