Inventory and Accounts Receivable. (a) Except as disclosed on Schedule 4.10, to the Shareholders’ Knowledge, the Company’s Inventory is fit for the purposes for which it was purchased.
(b) All of the Accounts Receivable of the Company are properly reflected on its Books and Records and, subject to the Company’s reserve for doubtful accounts, if any, constitute bona fide, valid and binding receivables, except for normal trade discounts for early payment.
Inventory and Accounts Receivable. (a) All inventory set forth or reflected in the Balance Sheet, or acquired by the Company since the Balance Sheet Date, consists of a quality and quantity usable and saleable by the Company in the ordinary course of its business. The value at which inventories are carried on the Balance Sheet reflects the normal inventory valuation policy of the Company, on a basis consistent with that of preceding period, of stating inventory at its lower of cost or market value, and, consistent therewith, all non-current or obsolete inventory held by the Company on the Balance Sheet Date has been valued at its current market value on the Balance Sheet. Schedule 3.06(a) sets forth a true and complete listing of all inventory owned by the Company the fair market value of which exceeds one hundred dollars ($100), together with the date such inventory was acquired, the original cost of such inventory, the date(s) on which such inventory was written down from its original cost and the current quantity of such inventory on hand.
(b) All accounts receivable of the Company reflected in the Balance Sheet and all accounts receivable of the Company that have arisen since the Balance Sheet Date (except such accounts receivable as have been collected since such dates) are valid and enforceable claims against the account debtor, and the goods and services sold and delivered that gave rise to such accounts were sold and delivered in conformity with all applicable express and implied warranties, purchase orders, agreements and specifications. Such accounts receivable of the Company are subject to no valid defense, offset or counterclaim and are fully collectible within ninety (90) days after the Closing Date, except to the extent of the allowance for doubtful accounts reflected on the Balance Sheet. Schedule 3.06(b)(1) contains a true and complete aging of the Company's accounts receivable as of the Balance Sheet Date. Schedule 3.06(b)(2) contains a true and complete list of all customers of the Company who enjoy non- standard discounts or non-standard payment terms, together with a summary of any such non-standard discounts or non-standard payment terms.
Inventory and Accounts Receivable. (a) All inventory set forth or reflected in the Balance Sheet, or acquired by the Company since the Balance Sheet Date, consists of a quality and quantity usable and saleable by the Company in the Ordinary Course. The value at which inventories are carried on the Balance Sheet reflects the normal inventory valuation policy of the Company, on a basis consistent with that used in the preparation of the audited balance sheet of Company at December 31, 1997, of stating inventory at its lower of cost or market value.
(b) All accounts receivable of the Company reflected in the Balance Sheet and all accounts receivable of the Company that have arisen since the Balance Sheet Date (except such accounts receivable as have been collected since such dates and except to the extent of the allowance for doubtful accounts reflected on the Balance Sheet) are valid and enforceable claims against the account debtor, and the goods and services sold and delivered that gave rise to such accounts were sold and delivered in conformity with all applicable express and implied warranties, purchase orders, agreements and specifications. Such accounts receivable of the Company are subject to no valid defense, offset or counterclaim and are fully collectible in the Ordinary Course, except to the extent of the allowance for doubtful accounts reflected on the Balance Sheet.
Inventory and Accounts Receivable. (a) Except as disclosed on Schedule 4.9(a), the Company’s Inventory is fit for the purpose for which it was purchased and is not obsolete, damaged or defective.
(b) The Inventory consisting of automotive parts listed on the Company’s computer database as inventory available for sale by the Company (i) as of June 30, 2015 were located at the Company’s facilities and were owned by the Company, and (ii) as of the Closing Date will be located at the Company’s facilities and owned by the Company. Except as set forth on Schedule 4.9(b), the values of obsolete or slow-moving Inventory and Inventory of below standard quality, if any, have been written down to the lower of cost or realizable market values or have been written off. Except as set forth on Schedule 4.9(b), the value at which such Inventory is carried on the Financial Statements and Interim Financial Statements reflects the Company’s normal Inventory valuation policies, stating Inventory at the lower of cost or market, all determined in accordance with past practices. Seller has delivered the Company’s computer database in respect of Inventory to Buyer. Except as set forth on Schedule 4.9(b), the Company’s average monthly expenditures for Vehicle Inventory during each calendar month between August 1, 2015 and Closing is not greater than five percent (5%) higher or lower than the Company’s average monthly expenditures for Vehicle Inventory during the period from February 1, 2015 through July 31, 2015.
(c) The Company’s Accounts Receivable included in the determination of the Final Closing Date Working Capital are reflected properly on its Books and Records and constitute bona fide, valid and binding receivables, except for normal trade discounts for early payment. (For the avoidance of doubt, this Section 4.9(c) does not speak to the collectability of the Company’s Accounts Receivable.)
Inventory and Accounts Receivable. Geo does not have any inventory or accounts receivable.
Inventory and Accounts Receivable. Except for the inventory and accounts receivable which Inland Refining purchased in connection with the sale of the Sound Refinery to SJCC, Inland Refining shall not purchase or have any ownership interest in any inventory or accounts receivable located on, arising from or associated with the Sound Refinery.
Inventory and Accounts Receivable. Borrower shall promptly notify Lender in writing upon any Eligible Account ceasing to be or being determined to have been incorrectly identified as an Eligible Account. Borrower shall provide Lender with such reports and records concerning Inventory, Accounts, and accounts payable as Lender may reasonably request.
Inventory and Accounts Receivable. The description of the Inventory contained in Schedule 4.5 is complete and accurate as of the Effective Time. Since December 31,1999 there have been no material changes to the Inventory, other than changes in the ordinary course of business. The description of the Accounts Receivable contained in Schedule 2.1(m) is complete and accurate as of the Effective Time. The Accounts Receivable constitute all of the Accounts Receivable of the Business related to the Purchased Assets. Such Accounts Receivable were generated in the ordinary course of the Business. There is not and will not be any liability of Seller for any refunds, allowances or returns in respect of products imported, marketed, sold, distributed or shipped by or for the account of Seller on or prior to the Closing Date.
Inventory and Accounts Receivable. (a) All inventory of the Seller pertaining to the Business reflected on the Most Recent Balance Sheet is usable and saleable in the ordinary course of business, except for excess and obsolete items and items of below-standard quality, all of which have been written-off or written-down to net realizable value on the Most Recent Balance Sheet. All inventories not written-off have been priced at the lower of cost or market value on a first-in, first-out basis.
(b) The Inventory sold and delivered to the Buyer hereunder at Closing shall be free from defects and conform to its specifications and Governmental Approvals and shall not be adulterated or misbranded within the meaning of the FDA Act and is free and clear of all Security Interests. The Inventory has been manufactured, packaged, labeled, stored, and loaded for shipment, as the case may be, in accordance with its specifications, cGMP, all Laws, including, without limitation, those relating to environmental Law and safety. In connection with the Business, the Seller has not used in any capacity the services of any Person debarred under the U.S. Generic Drug Enforcement Act, 21 U.S.C. §335a(k)(1) and further has not used any Person who has been convicted of a crime as defined under the U.S. Generic Drug Enforcement Act in connection with the services rendered to the Seller.
(c) All of the Accounts Receivable of the Seller (i) have arisen in the ordinary course of business and (ii) resulted from a bona fide sale to a customer, and all defenses, offsets, allowances, credits, or disputes with regard to any of such accounts have been adequately reserved for in the financial statements of the Seller. No Person has any Security Interest on such receivables or any part thereof, and no agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to such receivables. Section 2.18 of the Disclosure Schedule sets forth all Accounts Receivable (including the Account Receivable debtor) that have been outstanding for more than 120 days.
Inventory and Accounts Receivable. All inventory and accounts receivable of the Seller as of the Closing, including Seller's interest in equipment which has been expensed but not capitalized, more fully described in Schedule 1.06.
