Inventory and Fixed Assets. The information contained on the Schedule of Inventory and Fixed Assets, attached hereto as Schedule 2.5(a) is accurate and complete in all material respects.
Inventory and Fixed Assets. All inventory and fixed assets of all Group Companies is usable in the business.
Inventory and Fixed Assets. The information contained on the -------------------------- Schedule of Inventory and Fixed Assets as of September 30, 1995, attached hereto as Exhibit "D", is accurate and complete.
Inventory and Fixed Assets. Schedule 4.26 contains a true and correct listing of Seller’s inventory and fixed assets as of March 31, 2003 net of reserves for obsolete or slow-moving fixed assets and inventory.
Inventory and Fixed Assets. The inventory and fixed assets of the Corporation to be reflected in the Unaudited Stub Financial Statements as of February 28, 2007 (which are currently estimated to be in the amount of approximately $200,000) and the inventory and fixed assets acquired by the Corporation since such date (a) have been fully paid for unless otherwise reflected in the Available Financial Statements, the Additional Financial Statement, in the Corporation’s books and records, or disclosed in a Schedule to this Agreement, and (b) are marketable or adequate provision for obsolescence has been provided.
Inventory and Fixed Assets. The inventory and fixed assets of the Company will be determined as at Closing Date as follows:
(a) the inventory of the Company will be listed and manually counted or weighed by the Company, in a method acceptable to standard audit practices, and the inventory count will be observed by an independent financial auditor of the Purchaser, who will be entitled to be in attendance at all reasonable times;
(b) the fixed asset listing will set out the acquisition cost and date of acquisition of each fixed asset as at Closing Date, which shall be prepared by the Company and be provided to an independent financial auditor of the Purchaser;
(c) the cost of the independent financial auditor of the Purchaser will be borne by the Purchaser.
Inventory and Fixed Assets. All of the Seller's rights, title and interest in the inventory and fixed assets of the Business, including but not limited to those set forth on the Schedule of Inventory and Fixed Assets attached hereto as EXHIBIT 1-A;
Inventory and Fixed Assets. Section 4.27
Inventory and Fixed Assets. All inventory and fixed assets of the Company and its Subsidiaries used in the conduct of its business, including, without limitation, raw materials, work in progress and finished goods, reflected on the Interim Balance Sheet or acquired since the date thereof (a) was acquired and has been maintained in the ordinary course of business; (b) is of good and merchantable quality; and (c) consists substantially of a quality, quantity and condition useable, leasable or saleable in the ordinary course of the business of the Company or the Subsidiary owning the same, as applicable. The reserve for excess and obsolete inventory on the Interim Balance Sheet has been determined in accordance with GAAP consistent with past practice and such reserve is adequate, taking into account all of such inventory currently held by the Company and its Subsidiaries.
Inventory and Fixed Assets. (a) During the period from the date of this Agreement until the Closing Date, prior to ordering Inventory, Seller shall provide Buyer a copy of the purchase order which Buyer shall approve in writing (the “Approved Inventory Purchase”). The aggregate dollar amount of Approved Inventory Purchases shall equal the “Assumed Accounts Payable.” In the event that Seller shall sell any of the products purchased with an Approved Inventory Purchase prior to Closing, Seller shall promptly notify Buyer in writing of such sale and the aggregate cost (calculated based on Seller’s actual cost) thereof. The aggregate dollar amount of such sales by Seller of Approved Inventory Purchases shall equal the “Payable Reduction” referred to on Schedule 5.16(a).
(b) For a period of three (3) months following the Closing Date, Seller shall, upon the receipt of written request from Buyer, reimburse Buyer for the replacement costs of any returned Inventory relating to shipments prior to Closing (the “Returned Inventory”). The replacement costs for the Returned Inventory shall be equal to the finished goods transfer price at which such Inventory was transferred to Buyer by Seller. Prior to submitting a request for reimbursement of the replacement costs, Buyer shall test and re-screen the Returned Inventory to verify that the Returned Inventory is defective. Seller shall reimburse Buyer for the reasonable costs of such tests. After three (3) months following the Closing Date, Buyer shall bear the full replacement costs and all other expenses relating to any Returned Inventory. During the period from three (3) months until twelve (12) months following the Closing Date, Seller shall discuss in good faith the cause and possible reimbursement of Returned Inventory relating to Inventory shipped prior to the Closing Date, provided that the replacement costs are in excess of US $50,000.
(c) Seller shall provide Buyer at Closing a list of fixed assets it is transferring to Buyer at Closing. The fixed assets being transferred to Buyer at Closing must be substantially similar to the fixed assets listed on Schedule 3.4(b). To the extent that the book value of the fixed assets being transferred to Buyer at Closing (calculated in accordance with Seller’s accounting records and consistent with Schedule 3.4(b)) is less than US $2,700,000, Seller shall deliver to Buyer replacement equipment missing from Schedule 3.4(b) so the total fixed assets will have a book value of at least US $2,700,000.
