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.
(b) The accounts receivable of the Company reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Company, not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) are subject to a reasonable reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the applicable Interim Balance Sheet Date, on the accounting records of the Company. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.
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.
(ii) Except as set forth on Schedule 6(q)(ii), the Accounts Receivable (A) arose from bona fide sales transactions in the ordinary course of business of the Business and are payable consistent with past practice, (B) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, (C) are not subject to any valid set-off or counterclaim except as may be required by law, (D) do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement, (E) are collectible in the ordinary course of business consistent with past practice of the Business in the aggregate recorded amounts thereof, net of any applicable reserve reflected in the balance sheet included in the Financial Statements, and (F) are not the subject of any action, suit or proceeding brought by or on behalf of Seller. Schedule (6)(q)(ii) sets forth a description of any security arrangements and collateral securing the repayment or other satisfaction of the Accounts Receivable. All steps necessary to render all such security arrangements set forth on Schedule 6(q)(ii) legal, valid, binding and enforceable, and to give and maintain for Seller a perfected security interest in the related collateral, have been taken.
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. 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) 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.
(a) From December 31, 2001 through June 28, 2002, no Seller has engaged in any forward selling, or made any other change from the customary selling, pricing, billing or return practices of the Business, which change was intended to or had the effect of accelerating or increasing its current income, accounts receivable or cash collections by, for example, inducing customers to order, to permit early shipment, to purchase quantities that might otherwise have been purchased at a later date, or to accept other inducements (e.g., greater than normal discounts), the effect of which would be to accelerate sales, revenues or collections or delay returns of inventory.
(b) Each Seller has made available to Buyer a list of all accounts receivable of such Seller with respect to the Business (the "Accounts Receivable"), including Collectible Accounts Receivables, along with a range of days elapsed since invoice. All of the Collectible Accounts Receivable of the Company arose in the ordinary course of business for valid consideration and are in their entirety valid accounts receivable which are carried at values determined in accordance with GAAP. Except as set forth on Schedule 4.16(b), no person has any Lien on any of such Collectible Accounts Receivable and no request or agreement for deduction or discount has been made with respect to any of such Collectible Accounts Receivable.
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.
(ii) The accounts and notes receivable of the Sellers reflected on the Audited Balance Sheet and the Unaudited Balance Sheet included in the Unaudited Financial Statements and all accounts and notes receivable arising subsequent to the date of the Unaudited Balance Sheet (A) arose from bona fide sales transactions in the ordinary course of business consistent with past practice and are payable on ordinary trade terms, (B) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their respective terms, (C) are not subject to any valid set-off or counterclaim, (D) do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement, and (E) are not the subject of any Actions or Governmental Order brought by or on behalf of the Seller or any Subsidiary.
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. (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.
(b) Section 2.15(b)(i) of the Disclosure Schedules sets forth all of the agreements between the Seller Parties and customers which provide a fixed purchase price for any precious metal materials. Section 2.15(b)(ii) of the Disclosure Schedules sets forth the supply agreements the Seller Parties have in place with institutional counterparties that enable the Seller Parties to acquire precious metal materials, and with respect to those agreements set forth on Section 2.15(b)(ii) of the Disclosure Schedules, except as set forth in such Schedule, the purchase price of the precious metal materials does not exceed the selling price of such material, and to the extent the Seller Parties have committed to purchase more of the materials than is required pursuant to existing customer obligations pursuant to the agreements set forth on Section 2.15(b)(i) of the Disclosure Schedules, the Seller Parties have arrangements in place to sell or dispose of such excess material to the customer at the purchase price paid by the Seller Parties for the purchase thereof.
Inventory; Accounts Receivable. All inventory (including finished goods inventory and work in process inventory) of the Acquired Business reflected on the Reference Balance Sheet (a) is, subject to the obsolesce and inventory reserves set forth on the Reference Balance Sheet, current, non-obsolete, saleable, or usable (and not in excess of the needs of the Acquired Business) in the Ordinary Course of Business, (b) to the Sellers’ knowledge, consists, in all material respects, of a quality and quantity saleable or usable by the Acquired Business in the Ordinary Course of Business, (c) to the extent now on hand and purchased after the date of the Reference Balance Sheet, was purchased in the Ordinary Course of Business, and (d) has been valued in accordance with GAAP. All accounts receivable reflected on the Reference Balance Sheet have arisen in the Ordinary Course of Business, represent legal, valid, binding and enforceable obligations owed to the Acquired Business and, subject only to reserves for bad debts set forth on the Reference Balance Sheet, have been collected or are expected to be collectible in the aggregate recorded amounts thereof in accordance with their terms and, are not, to the Sellers’ knowledge, subject to any contests, claims, counterclaims or setoffs.
Inventory; Accounts Receivable. (a) All inventory, whether finished goods, work in process or raw materials, reflected on the balance sheet of the Company as of the Balance Sheet Date or thereafter acquired, is in good condition, is not obsolete and is usable or saleable in the Ordinary Course of Business, except for inventory items that have been written down to an amount not in excess of net realizable value or for which adequate reserves or allowances have been provided on the balance sheet of the Company as of the Balance Sheet Date. The values at which inventories are carried reflect an inventory valuation policy consistent with the Company’s past practice and in accordance with GAAP. The Company has good and marketable title to all its inventories, free and clear of Encumbrances, except for Permitted Liens.
(b) All of the accounts receivable owing to the Company and related reserves that are reflected in the accounting records of the Company as of the Closing Date have been recorded in accordance with GAAP and represent or will represent valid obligations arising from sales actually made or services actually performed by the Company in the Ordinary Course of Business. All of the outstanding accounts receivable deemed uncollectible have been reserved against on the Financial Statements in accordance with GAAP, and the Company has not canceled, or agreed to cancel, in whole or in part, any accounts receivable except in the Ordinary Course of Business.