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Inventory and Accounts Sample Clauses

Inventory and Accounts. (a) Except as set forth in Section 4.7(a) of the DIMON Schedule of Exceptions, the inventory of DIMON and its Subsidiaries consists of raw materials, goods in process and finished goods, all of which are (i) merchantable and fit for the purpose for which they were procured or manufactured, (ii) legally qualified for export and sale subject to minimum pricing laws (none of which will preclude the fulfillment of any commitments or orders), (iii) not slow-moving, distressed, damaged or defective and (iv) recorded in DIMON’s consolidated financial statements included in The DIMON SEC Reports at the lower of cost or market value in accordance with GAAP. Section 4.7(a) of the DIMON Schedule of Exceptions sets forth as of June 30, 2004 (i) all tobacco inventories, showing type origin, grade, crop year, quantity and book value, and (ii) all commitments to purchase or deliver tobacco, showing type, origin, grade, crop year, quantity and cost (but not the identity of the customer). DIMON and its Subsidiaries have no material commitments to purchase or deliver tobaccos other than as set forth in Section 4.7(a) of the DIMON Schedule of Exceptions. (b) All accounts receivable, notes receivable and associated rights (“Accounts”) owned by DIMON and its Subsidiaries are reflected properly in their respective books and records and in DIMON’s consolidated financial statements included in the DIMON SEC Reports. (c) All loans, advances and extensions of credit made by DIMON or any of its Subsidiaries to growers and other suppliers of tobacco and tobacco growers’ cooperatives, whether short-term or long-term, to finance the growing or processing of tobacco (“Advances”) are reflected properly in their respective books and records and in DIMON’s consolidated financial statements included in the DIMON SEC Reports and have arisen from bona fide transactions in the ordinary course of business. (d) All accounts payable of DIMON and its Subsidiaries have arisen from bona fide transactions in the ordinary course of business and are reflected properly in their respective books and records and in DIMON’s consolidated financial statements included in the DIMON SEC Reports.
Inventory and Accounts. (a) The Borrowers shall at all times maintain records of Inventory and Accounts reasonably satisfactory to Collateral Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, the cost therefor and daily withdrawals therefrom and additions thereto; (b) the Collateral Agent's officers, employees or agents shall have the right, at any time or times, in the name of the Collateral Agent any designee of the Collateral Agent or any Borrower, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties, and the Borrowers shall cooperate fully with the Collateral Agent in an effort to facilitate and promptly conclude any such verification process; (c) the Loan Parties shall cooperate fully with the Collateral Agent and its agents with respect to granting access to any premises of such Loan Party where Collateral is located for the purpose of inspecting, removing or otherwise enforcing any rights or remedies pursuant to the Loan Documents and during all Collateral field audits which shall be at the expense of the Borrowers and shall 122 be conducted three times a year and Inventory Appraisals which shall be at the expense of the Borrowers and shall be conducted semi-annually, or, in each case, following the occurrence and during the continuation of an Event of Default, more frequently at Collateral Agent's reasonable request; (d) no Borrower shall sell Inventory to any customer on approval, or any other basis which entitles the customer to return (except for the right of customers for Inventory which is defective or non-conforming) or may obligate any Loan Party to repurchase such Inventory; and (e) each Borrower shall keep the Inventory in good and marketable condition.
Inventory and Accounts. (a) Except as specifically disclosed on Schedule 6.24 hereto or as ------------- otherwise disclosed to and acknowledged by the Agent in writing, with respect to all Eligible Inventory: (i) such Inventory is located on the premises listed on the schedules attached to the Security Agreements or is Inventory in transit for sale in the ordinary course of business; (ii) no such Inventory is subject to any Lien or security interest whatsoever, except for the Liens and security interests of the Agent and those Liens and security interests permitted by Section 8.03; and ------------ (iii) except as specified in the Security Agreements or otherwise permitted by this Agreement, no such Inventory is on consignment or is now stored or shall at any time hereafter be stored with a bailee, warehouseman, or similar party. (b) With respect to all Eligible Accounts: (i) no transaction giving rise to such an Account violated or will violate any applicable federal, state or local law, rules or ordinances, the violation of which could reasonably be expected to have a Material Adverse Effect; (ii) except where required by statute, none of such Accounts is subject to terms prohibiting assignment or requires notice of or consent to such assignment; (iii) the Borrower or a Subsidiary is the lawful owner of such Accounts, free and clear of all Liens, except those in favor of the Agent and except those permitted by Section 8.03; and ------------ (iv) each of such Accounts represents a fully completed bona fide transaction which requires no further act on the Borrower's or any Subsidiary's part to make such Accounts payable by the Account Debtors, and such Accounts are not subject to any offsets or counterclaims and do not represent consignment sales, guaranteed sales, sale or return or other similar understandings or an obligation of any Affiliate of Borrower.
Inventory and Accounts. Except as disclosed in the written information provided to Lender by Borrowers under subsection 6.1(xx) or otherwise disclosed to Agent in writing, with respect to all Inventory and Accounts: (i) Agent may rely upon all statements, warranties, or representations made in any Borrowing Base Certificate or other written report regarding Inventory and Accounts delivered hereunder by Borrowers in determining which items of Inventory or Accounts are to be deemed Eligible Inventory or Eligible Accounts Receivable, as the case may be; (ii) No Inventory or Account is subject to any Lien whatsoever, except for Liens of Lenders under the Collateral Documents and other Liens permitted hereunder; (iii) No such Inventory has been consigned to any Person; (iv) All Inventory located in the United States of America has been produced in accordance with all applicable requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto; (v) All Inventory has been and shall be used in Borrowers' business and not for personal, family, household or farming use; (vi) Each Eligible Accounts Receivable represents a valid and legally enforceable indebtedness based upon an actual and bona fide sale and delivery of goods or rendition of services in the ordinary course of Borrowers' business which has been finally accepted by the account debtor and for which the account debtor is unconditionally liable to make payment of the amount stated in each invoice, document or instrument evidencing the Eligible Accounts Receivable in accordance with the terms thereof, without offset, defense or counterclaim and will be paid in full at maturity; (vii) All statements made and all unpaid balances appearing in the invoices, documents and instruments evidencing each Eligible Accounts Receivable are true and correct in all material respects and are in all material respects what they purport to be and, to the best of Borrowers' knowledge, all signatures and endorsements that appear thereon are genuine and all signatories and endorsers have full capacity to contract and each account debtor is solvent and financially able to pay in full the Eligible Accounts Receivable when it matures; (viii) None of the transactions underlying or giving rise to any Account violate any state or federal laws or regulations, and all documents relating to the Accounts are legally sufficient under such laws or regulations and are legally enforceable in accordance wit...
Inventory and AccountsBorrower shall promptly notify Lender in writing upon any Eligible Account or Eligible Inventory ceasing to be or being determined to have been incorrectly identified as an Eligible Account or Eligible Inventory, as applicable. Borrower shall provide Lender with such reports and records concerning Inventory, Accounts, and accounts payable as Lender may reasonably request. ALLIED HEALTHCARE PRODUCTS, INC. 9
Inventory and Accounts. 125 SECTION 9.03 Application of Proceeds..........................................................126
Inventory and Accounts. If Collateral includes inventory or accounts, Debtor: 5.1 May, until notice from Bank, sell or lease inventory Collateral in the ordinary course of trade only, and collect cash proceeds of inventory Collateral. 5.2 At Bank's request, will deposit all cash proceeds as received in a general account with Bank or at Bank's option an account containing only such proceeds, and/or deliver statements identifying units or inventory acquired, disposed of and/or returned, and accounts and names and addresses of account debtors. 5.3 Will receive in trust, schedule on forms satisfactory to Bank, and deliver to Bank all non-cash proceeds other than inventory received in trade.
Inventory and Accounts. 91 5.18 Orders...............................................................................92

Related to Inventory and Accounts

  • Inventory and Equipment On the date hereof, the Inventory and the Equipment (other than mobile goods) are kept at the locations listed on Schedule 5.

  • Location of Inventory and Equipment The Inventory and Equipment are not stored with a bailee, warehouseman, or similar party (without Foothill's prior written consent) and are located only at the locations identified on Schedule 6.12 or otherwise permitted by Section 6.12.

  • Books and Accounts (a) The General Partner shall cause the Partnership to keep and maintain at its principal executive office full and complete books and records which shall include each of the following: (1) a current list of the full name and last known business or residence address of each Partner set forth in alphabetical order together with the Capital Contribution and the share in Income and Losses of each Partner; (2) a copy of the Certificate of Limited Partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; (3) copies of the Partnership's federal, state and local income tax information returns and reports, if any, for the six most recent taxable years; (4) copies of the original of this Agreement and all amendments thereto; (5) financial statements of the Partnership for the six most recent fiscal years; and (6) the Partnership's books and records for at least the current and past three fiscal years. (b) Upon the request of the Limited Partner, the General Partner shall promptly deliver to the Limited Partner, at the expense of the Partnership, a copy of the information set forth in Section 14.1(a) above. The Limited Partner shall have the right upon reasonable request and during normal business hours to inspect and copy any of the foregoing, or any of the other books and records of the Partnership or the Project at its own expense.

  • Records and Accounts The Trustee shall maintain accurate and detailed records and accounts of all transactions of the Trust, which shall be available at all reasonable times for inspection by any legally entitled person or entity to the extent required by applicable law, or any other person determined by the Committee.

  • Accounts Receivable and Accounts Payable (a) The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding accounts receivable of the Seller generated by the Purchased Assets as of the Effective Date. The Seller shall not undertake any formal collection action (whether legal action, referral to a collection agency or otherwise) with respect to any such Account Receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Buyer shall not, and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection efforts. (b) Both parties agree, as expeditiously as possible, to notify the Customers set forth on Exhibit 2.25, of the sale of the Purchased Assets, and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockbox.

  • 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. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. (c) For any item of Inventory consisting of Eligible Inventory in any Transaction Report, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned (except to the extent of any refurbished Inventory in salable condition), consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and the Liens permitted under clause (j) of the definition of Permitted Liens; and (v) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 7.2).

  • Business Accounts If you are a business, any authorized user of your business is authorized on such terms, conditions, and agreements as we may require to: • enter into this Agreement, as amended from time to time; • access each account of yours in any manner and for any purpose available through the Service, whether now available or available at some time in the future; and • use any Online banking service in any manner and for any purpose available through the Service, whether now available or available at some time in the future.

  • Notes and Accounts Receivable All notes and accounts receivable of the Company, all of which are reflected properly on the books and records of the Company, are valid receivables subject to no setoffs, defenses or counterclaims, are current and, to the Company's Knowledge, collectible subject in each case only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

  • Funds and Accounts Section 7.1 Authorization to Create Funds and Accounts 20 Section 7.2 Investment of Funds 20 Section 7.3 Establishment of Funds 20 Section 7.4 Funding Loan Payment Fund 21 Section 7.5 Expense Fund 21 Section 7.6 Closing Costs Fund 22 Section 7.7 Project Fund 22 Section 7.8 Rebate Fund 25 (continued) Section 7.9 Investments 26

  • 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.