Fixed Assets and Inventory. The Assets conveyed by this Agreement are conveyed in an "as is" condition and no warranty as to condition or fitness is made except that Seller warrants that all Installed Pay Telephones are operational (except to the extent pending, filed applications for lines have not been approved) as of Closing and that it has no knowledge of any condition or state of the Assets which would have a material adverse effect on the Assets, taken as a whole.
Fixed Assets and Inventory. Subject to these Security Principles, a Guarantor shall grant security over its material fixed assets and its material inventory but it shall be free to deal with those assets and that inventory in the course of its business until a Declared Default. No notice whether to third parties or by attaching a notice to the fixed assets or inventory shall be prepared or given until a Declared Default. If required under local law security over fixed assets or inventory will be registered subject to the general principles set out in these Security Principles.
Fixed Assets and Inventory. The Assets conveyed by this Agreement are conveyed in an "as is" condition and no warranty as to condition or fitness is made except that Seller warrants that it has no knowledge of any condition or state of the Assets which would have a material adverse effect on the Assets.
Fixed Assets and Inventory. (i) In determining the net book value of the Fixed Assets and Inventory of Schlumberger as of the Closing Date for all purposes under this Agreement, the net book value of the capital expenditures made by Schlumberger that are related to the Saudi Contract but are not related to the Q Acquisition System shall be deducted (the "SAUDI NON-Q NBV"). Bakex Xxxhxx xxxll pay to Schlumberger 30% of the Saudi Non-Q NBV in cash.
(ii) If the net book value of the Fixed Assets and Inventory of both Schlumberger and Bakex Xxxhxx xx of the Closing Date is less than the amount reflected on the March 31 balance sheets of Schlumberger and Bakex Xxxhxx xxxh respect to their respective Seismic Businesses to be contributed and/or transferred to the Venture Entities attached hereto as Exhibit 3.6.1 (Schlumberger) and Exhibit 3.6.2 (Bakex Xxxhxx) (xollectively, the "MARCH 31 BALANCE SHEETS"), the party whose aggregate net book value has decreased the most shall pay to the appropriate Venture Entity the amount of that party's decrease less the amount of the other party's decrease in cash or, in the case of Bakex Hughxx, xxe accounts receivable as described in Section 3.3.
(iii) If the net book value of the Fixed Assets and Inventory of Schlumberger as of the Closing Date has increased but the net book value of the Fixed Assets and Inventory of Bakex Xxxhxx xxx decreased or remained constant, Bakex Xxxhxx xxxll pay to Schlumberger 30% of Schlumberger's increase in cash, and Bakex Xxxhxx xxxll pay to the appropriate Venture Entity the amount of Bakex Xxxhxx' xxcrease in cash or use accounts receivable as described in Section 3.3.
(iv) If the net book value of the Fixed Assets and Inventory of Bakex Xxxhxx xx of the Closing Date has increased but the net book value of the Fixed Assets and Inventory of Schlumberger has decreased or remained constant, Schlumberger shall pay to Bakex Xxxhxx 70% of Bakex Xxxhxx' xxcrease in cash, and Schlumberger shall pay to the appropriate Venture Entity the amount of Schlumberger's decrease in cash.
(v) If the net book value of the Fixed Assets and Inventory of each of Schlumberger and Bakex Xxxhxx xx of the Closing Date has increased, each of Schlumberger and Bakex Xxxhxx xxxll then divide the amount of its actual increase by the total actual aggregate increase of Schlumberger and Bakex Xxxhxx xxxbined (the "TOTAL INCREASE"), and (i) if Schlumberger's actual percentage of the aggregate increase is less than 70%, Schlumberger shall pay to Bakex Hugh...
Fixed Assets and Inventory. (a) The dollar amount of the fixed assets owned by Welkin as shown on the Interim Balance Sheet and as acquired thereafter and treated on the books of Welkin as an asset does not exceed the cost of same, less depreciation determined in accordance with GAAP consistently applied, and Welkin has not written up the value of any such fixed assets. The fixed assets and inventory of Welkin as of the date of the Interim Balance Sheet include those items set forth in Schedule 2.7(a), Assets and Inventory, hereto, and, at Closing, such fixed assets and inventory shall be in existence, except for fixed assets and inventory sold or otherwise disposed of in the ordinary course of business. The fixed assets of Welkin are in good working order, reasonable wear and tear excepted.
(b) Welkin is not under any liability or obligation with respect to the return of payments and, for the twelve month period immediately prior to the Closing, Welkin has not experienced any claims with respect to defective or unsatisfactory services or products except as specifically set forth on Schedule 2.7(b), Defective or Unsatisfactory Services or Products Claims. The inventory of Welkin existing on the Closing shall have been acquired in the ordinary course of Welkin's business.
Fixed Assets and Inventory. The Seller owns all Non-production Fixed Assets and all Inventories, and EPCOS Portugal owns all Fixed Assets and Inventories reflected in the EPCOS Portugal Financial Statements, in each case free of any Liens the existence of which would have a Material Adverse Effect on the Business except (i) for Fixed Assets which have been disposed of in the Ordinary Course of Business and consistent with past practice as well as Inventories which have been disposed of in the Ordinary Course of Business, (ii) for Fixed Assets and Inventories subject to customary retention of title arrangements (branchenübliche Eigentumsvorbehalte), pledges or other security rights in favour of suppliers, mechanics, workers, carriers and the like, (iii) rights securing any indebtedness which is included in the EPCOS Portugal Closing Date Net Debt, (iv) statutory security rights in favour of Tax Authorities or other governmental entities, (v) encumbrances which do not have a Material Adverse Effect or (vi) as disclosed in Exhibit 12.
1.6.1. Except for customary retention of title arrangements (branchenübliche Eigentumsvorbehalte) and other Liens of the kind referred to under item (ii) through (vi) above and the Investment Contracts, to Seller’s Best Knowledge either the Seller or EPCOS Portugal, as the case may be, is free to dispose of its Fixed Assets and Inventories in the Ordinary Course of Business, and no such disposition violates any legal obligation of either the Seller or EPCOS Portugal. The entirety of (i) the Fixed Assets owned or held in lawful possession by Seller or EPCOS Portugal and which after Closing, German Purchaser or EPCOS Portugal will be entitled to use (assuming all required consents have been granted) and (ii) such Fixed Assets which Purchasers or EPCOS Portugal are or will be entitled to use for purposes of the Business under any arrangements with Seller or Seller’s Affiliates existing on the Signing Date or to be concluded thereafter on or prior to the Closing Date, is sufficient to conduct the Business as conducted as of the Signing Date. On the Heidenheim Production End Date Seller will own all Production and R&D Fixed Assets free of any Liens the existence of which would have a Material Adverse Effect on the Heidenheim Tantalum Business, except for Liens within the scope of items (i) through (vi) above.
Fixed Assets and Inventory. Schedule 1.1(a)(25) and Schedule 1.1(a)(33), respectively, set forth a complete and accurate list of all material Fixed Assets and all material Inventory, other than the Excluded Assets. Except as set forth on Schedule 1.1(a)(25) or Schedule l.1(a)(33), all of the Fixed Assets and Inventory are located on the Site.
Fixed Assets and Inventory. 6 2.8 Contracts........................................................ 7 2.9
Fixed Assets and Inventory. (a) The dollar amount of the fixed assets owned by Mnemonic as shown on the Interim Balance Sheet and as acquired thereafter and treated on the books of Mnemonic as an asset does not exceed the cost of same, less depreciation determined in accordance with GAAP consistently applied, and Mnemonic has not written up the value of any such fixed assets. The fixed assets and inventory of Mnemonic as of the date of the Interim Balance Sheet, include those items set forth in Schedule 2.7(a), Assets and Inventory Delivered to Xxxxxxx, hereto, and, at Closing, such fixed assets and inventory shall be in existence. The fixed assets of Mnemonic are in good working order, reasonable wear and tear excepted.
(b) Mnemonic is not under any liability or obligation with respect to the return of payments or inventory in the possession of customers and, for the twelve month period immediately prior to the Closing, Mnemonic has not experienced any claims with respect to defective or unsatisfactory services or products except as specifically set forth on Schedule 2.7(b), Defective or Unsatisfactory Services or Products Claims. The inventory of Mnemonic existing on the Closing Date shall have been acquired in the ordinary course of Mnemonic's business.
Fixed Assets and Inventory. Contractor and the City will jointly prepare and agree upon a detailed valuation listing of the beginning inventory of all fixed assets, consumable supplies inventory and resale merchandise inventory on hand as of the Start Date of this agreement. Thereafter it shall be the responsibility of Contractor to maintain accurate inventory records for all equipment and inventory purchased for the Facility from the Facility Account that by nature of this agreement becomes the property of the City. No equipment or other item included on the fixed asset listing shall be disposed of by Contractor without the written authorization of the City. Contractor agrees to exercise all appropriate physical control over these items to ensure their protection against theft or misappropriation. Contractor will be responsible for providing City with an annual physical inventory of all fixed assets and an inventory of all consumable supplies related to operations, maintenance, and resale items (including food, beverage and golf shop supplies). This inventory should be reconciled to the balances reflected on the balance sheet portion of the Facility’s financial records. This inventory must be taken as close to the last day of the City’s fiscal year as possible (September 30) and the City must be supplied with the appropriate inventory listings along with explanations of any significant variances, within thirty (30) days of the close of the fiscal year. City may, upon providing advance notice to Contractor, arrange for designated representatives of the City to be present at the time physical inventory counts are performed for auditing purposes.
