Inventories; Receivables Sample Clauses

Inventories; Receivables. (i) The inventories of the Analytical Instruments Business are reflected in the Financial Statements at the lower of cost (determined on the first-in first-out method) or market, in conformity with U.S. GAAP.
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Inventories; Receivables. All inventories (including restaurant supplies and non-perishable food items) of the Company which are shown on the most recent Financial Statement are in good condition, not obsolete, nondefective and useable and, to the best of the Company's knowledge, 100% is saleable within one year from the date hereof in the usual and ordinary course of business of the Company as conducted as of the date hereof. To the best of the Company's knowledge, all of the Company's receivables of any nature, including, but not limited to, note receivables, which are shown on the most recent Financial Statement are collectable in the usual and ordinary course of business. Schedule 0 consists of aged accounts receivable trial balances for the Company at October 31, 1996.
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Inventories; Receivables. (a) Subject to amounts reserved therefor in the Business Financial Statements of the relevant Warranty Party Group, the values at which all Inventories are carried on the Business Financial Statements of the relevant Warranting Party Group reflect the historical inventory valuation policy of the Warranting Party Group of stating the Inventories at the lower of cost (primarily standard cost, which approximates first-in, first-out method), or market value. The Warranting Party Group has good title to the Inventories free and clear of all Encumbrances, except the Permitted Encumbrances. The Inventories do not consist of any items held on consignment. The Warranting Party Group is not under any obligation or liability with respect to accepting returns of any Inventory in the possession of their customers other than in the Ordinary Course of Business. The Inventories are in good condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the Ordinary Course of Business consistent with past practice except as disclosed or reserved for in the Business Financial Statements of the relevant Warranting Party (and except for items of damage leased equipment returned for repairs).
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Inventories; Receivables. (a) Except as set forth on Schedule 4.12(a) of the Disclosure Schedules, all Inventory of the Business is commercially usable and, if finished goods, of saleable quality in the Ordinary Course of Business, in each case subject to reserves and other qualifications established by the Target Companies as described in the Accounting Methodology. All such inventory is owned by the Target Companies free and clear of all Encumbrances (other than Permitted Encumbrances).
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Inventories; Receivables. (a) The inventories which are reflected on the Most Recent Balance Sheet and the inventories which have been acquired by Sellers since the date thereof were acquired in the Ordinary Course of Business and in a manner consistent with the regular inventory practices of Sellers. Except as disclosed on Schedule 4.12, the inventories consist solely of quantities and qualities useable and saleable in the Ordinary Course of Business of Sellers. Except as disclosed on Schedule 4.12, no items of inventory are held by Sellers on consignment from other Persons or are held by other Persons on consignment from Sellers.
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Inventories; Receivables. (a) The inventories which are reflected on the Most Recent Balance Sheet and the inventories which have been acquired by Company since the date thereof were acquired in the Ordinary Course of Business and in a manner consistent with the regular inventory practices of Company. The inventories consist solely of quantities and qualities useable and saleable in the Ordinary Course of Business of Company. Except as disclosed on SCHEDULE 4.12, no items of inventory are held by Company on consignment from other Persons or are held by other Persons on consignment from Company.
Sample 1
Inventories; Receivables. (a) Subject to amounts reserved therefor in the Business Financial Statements of the relevant Warranty Party Group, the values at which all Inventories are carried on the Business Financial Statements of the relevant Warranting Party Group reflect the historical inventory valuation policy of the Warranting Party Group of stating the Inventories at the lower of cost (primarily standard cost, which approximates first-in, first-out method), or market value. The Warranting Party Group has good title to the Inventories free and clear of all Encumbrances, except the Permitted Encumbrances. The Inventories do not consist of any items held on consignment. The Warranting Party Group is not under any obligation or liability with respect to accepting returns of any Inventory in the possession of their customers other than in the Ordinary Course of Business. The Inventories are in good condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the Ordinary Course of Business consistent with past practice except as disclosed or reserved for in the Business Financial Statements of the relevant Warranting Party (and except for items of damage leased equipment returned for repairs). (b) All Receivables of the Warranting Party Group since December 31, 2009 represent bona fide transactions and arose from, and the Receivables of such Warranting Party Group existing as of the Closing will have arisen from, the sale or rental of Inventories, Software or services in the Ordinary Course of Business and, except as reserved against in the Business Financial Statements of the relevant Warranting Party or as subsequently reserved against and adjusted for the passage of time through the Closing Date consistent with past practice, constitute or will constitute, as the case may be, only valid, undisputed (to the Knowledge of the Warranting Party) claims of the Company not subject to valid claims of setoff or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business. Notwithstanding anything herein to the contrary, neither the Seller Group nor the Company Group makes any representations or warranties with respect to the Receivables listed in Section 3.10(b) to the Seller and Company Disclosure Schedules. (c) Set forth in Section 3.10(c) of the Relevant Disclosure Schedule is a complete and itemized list of the Inventories and Receivables, a...
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Related to Inventories; Receivables

  • 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.

  • Accounts Receivables Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

  • 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.

  • Bank Accounts; Receivables (a) Part 2.7(a) of the Disclosure Schedule provides accurate information with respect to each account maintained by or for the benefit of the Company at any bank or other financial institution.

  • Accounts Receivable All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

  • 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.

  • Inventories The Operator shall maintain detailed records of Controllable Material.

  • Accounts Receivable; Accounts Payable All accounts receivable of Emergent and its Subsidiaries reflected in the Interim Financial Statements and all accounts receivable that are reflected on the books of Emergent and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All accounts payable and notes payable of Emergent and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.

  • Eligible Receivables Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.

  • Collection of Accounts Receivable At Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, but shall not be required to expend or advance any of its funds, to locate any debtor, or to institute or defend any suit, action, claim, or counterclaim in any legal or equitable proceeding. Under no circumstances shall Buyer be required to engage counsel or any outside collection agency or facility in collecting Seller's accounts receivable. Payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return to Seller the account relating to such customer and thereafter shall have no further obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer shall be relieved of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.

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