Inventory; Accounts Receivable. All inventory of the Company and its Subsidiaries, whether reflected on the Current Balance Sheet or otherwise, consists of a quality and quantity usable or salable in the Ordinary Course of Business, subject to the reserves set forth on the Current Balance Sheet and subject to normal rates of defect or obsolescence not inconsistent with the Company's historical experience. All accounts receivable of the Company and its Subsidiaries, whether reflected on the Current Balance Sheet or otherwise, are valid receivables collectible in the Ordinary Course of Business subject to the reserves set forth on the Current Balance Sheet.
Inventory; Accounts Receivable. (i) Except (A) as set forth on Schedule 6(q)(i), (B) for inventory having an aggregate book value not greater than $500,000 and (C) for inventory purchased for use in kitting, none of the items of the Business' inventory was purchased from a source other than the manufacturer thereof or a distributor duly licensed or franchised to distribute such items by such manufacturer and, except for inventory purchased for customer specific requirements (so long as subject to a contract for the purchase thereof by such customer), all such items of inventory meet the requirements for return to the manufacturer under the applicable Franchise Agreement other than as a result of quantity limitations with respect to such return rights. Except as set forth on Schedule 6(q)(i), to the extent that any items of inventory intended to be sold to the military are, in order to meet military or similar specifications, required to be accompanied by (or the seller thereof is required to maintain) traceability, testing or other documentation, all such documentation has been so maintained and is in the possession of Seller or its subsidiaries at one of their respective offices.
Inventory; Accounts Receivable. (a) All of the Inventory of Seller related to the Business were purchased, acquired or produced in the ordinary and regular course of business and in a manner consistent with Seller' regular inventory practices and are set forth on each Seller' books and records in accordance with the practices and principles of Seller consistent with the method of treating said items in prior periods. All of the Inventory used in, useful to and/or relating to the Business is set forth on Schedule 2.1(a)(v) with respect to Inventory used for rental purposes, such Inventory is, and shall be at the Closing, in working condition, fit for the purpose for which it is intended, and is incompliance with all applicable state and federal laws and regulations with respect thereto.
Inventory; Accounts Receivable. The accounts receivable of the Business (i) have arisen in the Ordinary Course, and (ii) are properly reflected on the Financial Statements and/or the Interim Financial Statement in all material respects, subject to the allowance for doubtful accounts reflected therein. The inventories of the Business are, in all material respects, of quality and quantity useable and saleable in the Ordinary Course, subject to the reserves, if any, reflected in the Financial Statements and/or the Interim Financial Statement for obsolete, excess, slow-moving and other irregular items, and such reserves have been calculated in a manner consistent with GAAP and the historical practices of the Business.
Inventory; Accounts Receivable. (a) Except as has been reserved against in the Reference Balance Sheet (or as adjusted after the date thereof for operations and transactions through the Closing Date in the Ordinary Course), the Inventory of the Business included as an Acquired Asset is of a quality usable or saleable in the Ordinary Course and is free and clear of any Encumbrances other than Permitted Encumbrances. All Accounts Receivable as of the date hereof arise from bona-fide transactions with customers.
Inventory; Accounts Receivable. (a) All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Liens, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.
Inventory; Accounts Receivable. The inven tories reflected in the Year-End Balance Sheets, and all items placed in inventory since the date thereof, are (i) accounted for in accordance with generally accepted accounting prin ciples applied on a consistent basis, and (ii) saleable or usable in the ordinary course of business of the Company and the Subsidiaries at usual and customary prices, subject to normal returns and markdowns consistent with past practice. All cemetery pre-need accounts and notes receivable reflected in the Year-End Balance Sheets, and all such accounts and notes receivable arising since the date thereof, (x) represent bona fide claims against customers for goods sold or services rendered, and (y) to the Shareholder's knowledge, are not subject to offsets or defenses of any kind. At the Closing, the Shareholders shall deliver to the Purchaser a list, certi fied by the Shareholders to be complete and correct, of all of the inventory of the Subsidiaries as of the Closing Date and all of their accounts receivable arising from the preneed sale of services or merchandise by the Cemetery as of the Closing Date.
Inventory; Accounts Receivable. (i) Except as disclosed in Schedule 5.1(x), to Sellers' Knowledge, all Inventory reflected on the Unaudited Balance Sheet included in Section 5.1(u) consisted, and all such Inventory acquired since the date of that balance sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, net of any applicable reserve, and was produced or acquired by Sellers in the ordinary course of business.
Inventory; Accounts Receivable. The inventories of the Seller are, as of the most recent date of the Financial Statements, and as of the Closing Date will be (a) merchantable to customers in the normal course of its business, and (b) not obsolete, deteriorated, unusable or in excess of customary levels. Except to the extent reserved for in accordance with U.S. GAAP, all the accounts receivable reflected on the balance sheets of Seller included in the Financial Statements, and all accounts receivable of Seller arising since the date of such balance sheets, constitute as of the date hereof and shall constitute as of the Closing, valid and enforceable claims arising from bona fide transactions in the ordinary course of Seller's business, and the materials or services involved have been provided to the account obligor, and no further materials or services (other than customary post-sales support) are required to be provided in order to complete the sales and to entitle Seller, or its assignee, to collect such accounts receivable in full, and there are no known or asserted claims, refusals to pay or other rights to set-off against thereof. None of such accounts receivable have been assigned or pledged to any other person, firm or corporation, and no defense or setoff to any such accounts receivable has been asserted by any obligor, except as reserved.
Inventory; Accounts Receivable. (a) All the inventory of Company (i) is accounted for at the lower of cost or market with cost as determined by using the First-In First-Out method, in accordance with GAAP, (ii) consists of a quality and quantity useable and salable in the Ordinary Course of Business consistent with past practice, subject to normal and customary allowances in the industry for spoilage, damage and outdated items. Except as set forth on Schedule 2.20 of the Seller Disclosure Schedule, all items included in the inventory are the property of Company, free and clear of any Lien other than Permitted Liens, have not been pledged as collateral, are not held by Company on consignment from others and conform in all material respects to all standards applicable to such inventory or its use or sale imposed by Governmental or Regulatory Authorities. EXECUTION COPY
