Inventory and Products. (a) The Company’s and its Subsidiaries’ inventory is sufficient for the operation of the Company’s and its Subsidiaries’ business in the Ordinary Course. To the Knowledge of the Shareholder, no inventory previously sold by the Company or any of its Subsidiaries is subject to returns in excess of those historically experienced by the Company or its Subsidiaries.
(b) The products manufactured or sold by the Company and its Subsidiaries in the Ordinary Course are and to the Knowledge of the Shareholder, have been (i) in material compliance with all applicable Laws and (ii) fit for ordinary purposes for which they are intended to be used and conform in all material respects to any warranty made with respect to such products. To the Knowledge of the Shareholder, (i) there is no design defect with respect to any of such products, and (ii) each of such products contains adequate warnings, presented in a reasonably prominent manner, in accordance with applicable Law and current industry practice with respect to its contents and use.
(c) To the Knowledge of the Shareholder, neither the Company nor any Subsidiary has any liability for replacement of any product or other damages in connection therewith or any other customer or product obligations not reserved against in the Financial Statements. Since September 30, 2010, there has not been, nor is there currently under consideration by the Company or any Subsidiary or (to the Knowledge of the Shareholder) any Governmental Entity, any recall, post-sale warning or similar action in respect of any of the Company’s or any Subsidiary’s products or any product similar to the Company’s or any Subsidiary’s products.
(d) To the Knowledge of the Shareholder, neither the Company nor any Subsidiary has any material liability arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product sold by the Company. Except as set forth on Schedule 4.8(d), to the Knowledge of the Shareholder, neither the Company nor any Subsidiary has committed any act or failed to commit any act which will result in, and there has been no occurrence which will give rise to or form the basis of, any product liability or liability for breach of warranty (whether covered by insurance or not) on the part of the Company with respect to any product sold by the Company.
Inventory and Products. (a) The Company’s and its Subsidiaries’ inventory as of the date hereof (a) is sufficient for the operation of the Company’s and its Subsidiaries’ business in the Ordinary Course, (b) consists of items that are good and merchantable within normal trade tolerances (subject to boat warranty claims and returns of boats in the Ordinary Course, in each case as to which reserves have been established), and (c) is of a quality and quantity presently usable or saleable in the Ordinary Course (subject to boat warranty claims and returns of boats in the Ordinary Course, in each case as to which reserves have been established ).
(b) The products manufactured or sold by the Company and its Subsidiaries in the Business (i) are, and at all times have been, to the Member’s Knowledge, in material compliance with all applicable Laws and (ii) are, and at all relevant times have been, fit for ordinary purposes for which they are intended to be used and conform in all material respect to any promises or affirmations of fact made with respect to such products (subject to boat warranty claims and returns of boats in the Ordinary Course, in each case as to which reserves have been established). There is no design defect, latent or otherwise, with respect to any of such products and each of such products contains adequate warnings, presented in a reasonably prominent manner, in accordance with applicable Law and current industry practice with respect to its contents and use.
Inventory and Products. (A) The Company’s inventory as of the date hereof (a) is sufficient for the operation of the Company’s business in the Ordinary Course, (b) consists of items that are good and merchantable within normal trade tolerances (and subject to Ordinary Course warranty claims), and (c) except as set forth in Section 3.11 of the Disclosure Schedules is of a quality and quantity presently usable or saleable in the Ordinary Course.
(B) The products manufactured or sold by the Company in the Business (i) are, and at all times have been in compliance with all applicable Laws, except where a violation would not be material to the Company, and (ii) are, and at all relevant times have been, fit for ordinary purposes for which they are intended to be used and conform to any promises or affirmations of fact made with respect to such products in all material respects and subject to Ordinary Course warranty claims. There is no design defect, latent or otherwise, with respect to any of such products and each of such products contains adequate warnings, presented in a reasonably prominent manner, in accordance with applicable Law and current industry practice with respect to its contents and use.
Inventory and Products. (a) The Target Companies’ inventory (i) is sufficient for the operation of the Target Companies’ business in the ordinary course consistent with past practice and (ii) was acquired in the ordinary course of business and no Target Company is in possession of any inventory not owned by it, including goods already sold. The Target Companies’ inventory is valued on the books and records of the Target Companies at the lower of cost or market consistent with past practice.
(b) The products manufactured or sold by the Target Companies in the Business (i) are, and since August 31, 2013, and, to the Knowledge of S/T Group, for the past five (5) years, have been, in material compliance with all applicable Laws and (ii) are, and at all relevant times since August 1, 2013, have been, fit for ordinary purposes for which they are intended to be used and conform in all material respects to any promises or affirmations of fact made with respect to such products.
Inventory and Products. (a) The inventories set forth in the each of the Balance Sheet and the Latest Balance Sheet were properly stated therein at the lesser of cost or fair market value consistent with historical practices of the Company Group. All such inventories are owned free and clear of all Liens, except for Permitted Liens. All of the inventories recorded on the Latest Balance Sheet consist of, and all inventories of the Company Group on the Closing Date will consist of, items of a good and merchantable quality usable or saleable in the normal course of business consistent with past practices and are and will be in quantities sufficient for the normal operation of the Company Group’s business in accordance with past practice, including, without limitation, packaging, raw materials, works in progress and finished products (in each case, designated as such). The values at which inventories are stated in the Financial Statements reflect the inventory valuation policy of the Company Group, which is consistent with historical practices of the Company Group.
(b) Each of the products sold by the Company Group is, and at all times up to and including the sale thereof has been, (i) in compliance in with all applicable federal, state, local and foreign Laws and regulations and (ii) fit for the ordinary purposes for which it is intended to be used. There is no design defect with respect to any of such products and each of such products contains adequate warnings, presented in a reasonably prominent manner, in accordance with applicable Laws, rules and regulations and current industry practice with respect to its contents and use.
Inventory and Products. 4.8.1 The Company’s Inventory is sufficient for the operation of the Company’s business in the Ordinary Course and is of a quality and quantity usable and saleable in the Ordinary Course. To the Knowledge of the Seller, no Inventory previously sold by the Company is subject to returns in excess of those historically experienced by the Company. The Inventory was acquired or manufactured in the Ordinary Course. On the Closing Date, the Inventory consists of goods usable and saleable in the Ordinary Course. All Inventory is valued at the lower of cost or market, the cost thereof being determined by the average cost method. 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 business of the Company as of the date of the Closing (the “Business”). The Products manufactured or sold by the Company in the Ordinary Course are and to the Knowledge of the Seller, have been (i) sold and manufactured in material compliance with all applicable Laws; (ii) fit for ordinary purposes for which they are intended to be used and conform in all material respects to any warranty made with respect to such products; (iii) conformed to the specifications for the manufacture, storage, and handling of such Product in effect at the time of delivery thereof; and (iv) conformed to the documentation supplied with the shipment of such Product. To the Knowledge of the Seller, (i) there is no design defect with respect to any of such products, and (ii) each of such products contains adequate warnings, presented in a reasonably prominent manner, in accordance with applicable Law and current industry practice with respect to its contents and use.
4.8.2 To the Knowledge of the Seller, the Company has no Liability for replacement of any product or other damages in connection therewith or any other customer or product obligations. Since January 1, 2018 (or if applicable, such later date corresponding to the earlier of (a) the date the Company was formed or (b) the date the business of the Company first began operations (the “Formation Date”), there has not been, nor is there currently under consideration by the Company (to the Knowledge of the Seller) any Governmental Entity, any recall, post-sale warning or similar action in respect of any of the Company’s products or any product similar to the Company’s products.
4.8.3 To the Knowledge of the Seller, with respect to the Prod...
Inventory and Products. The inventory of the Business reflected in the Financial Statements comprises all of the inventory of the Business as of the date hereof. All of such inventory are of good and merchantable quality and useable or saleable in the ordinary course of business and do not include obsolete or discontinued items. All such inventory are recorded on the books of the Business at the lower of cost or market value determined in accordance with Korean GAAP.
Inventory and Products. (a) The Business' Inventories set forth in the Interim Balance Sheet were properly stated therein at the lesser of cost or fair market value determined in accordance with GAAP consistently maintained and applied by the Company, utilizing the LIFO method. Since the date of the Unaudited Financial Statements, Inventories related to the Business have been maintained in the ordinary course of business. All such Inventories are owned free and clear of all Liens, other than Permitted Exceptions. All of the Inventories recorded on the Interim Balance Sheet consist of, and all inventories related to the Business on the Closing Date will be usable or saleable in the normal course of the Business in accordance with past practices and that the zinc inventory will meet ASTM B6-00 and A 123/A specifications. No previously sold Inventory is subject to returns in excess of those historically experienced by the Company.
(b) To the Company's Knowledge, each of the products produced or sold by the Company in connection with the Business is, and at all times up to and including the sale thereof has been, (i) in compliance in all material respects with all applicable federal, state, local and foreign laws and regulations and (ii) fit for the ordinary purposes for which it is intended to be used and conforms in all material respects to any promises or affirmations of fact made on the container or label for such product or in connection with its sale. There is no design defect with respect to any of such products and each of such products contains adequate warnings, presented in a reasonably prominent manner, in accordance with applicable laws, rules and regulations and current industry practice with respect to its contents and use.
Inventory and Products. The rental and lease inventory listed on Schedule 4.3(d)(x) and reflected in the Closing Date Balance Sheet and financial statements set forth in Section 6.9 comprises all of the rental and lease inventory of the Seller as of March 31, 1997 (with a statement through August 31, 1997 to be provided prior to the Closing). With respect to each such item of inventory, Schedule 4.3(d)(x) sets forth the following information: (i) GE Class Code (ii) asset number; (iii) acquisition cost; (iv) date of purchase (or age in months); (v) location of asset; (vi) status of asset, and (vii) book value. Except as set forth on Schedule 4.3(d)(x), all rental and lease inventory listed on said schedule will consist of items that are good and merchantable and of a quality presently usable and salable in the ordinary course of business for the industry in which the Business participates taking into account its designated status except to the extent of any allowances reflected in the Closing Date Balance Sheet and financial statements set forth in Section 6.9. Set forth on Schedule 4.3(d)(y) is the depreciation life of the rental and lease inventory of the Seller.
Inventory and Products. Within three (3) business days after Sellers produce a balance sheet prepared in accordance with GAAP for the most recent month-end prior to Closing, Purchaser shall deliver a payment to Sellers equal to the net book value of inventory and Current Products not reasonably deemed obsolete upon inspection by Purchaser. Prior to Closing, representatives of Purchaser shall work with Sellers to obtain an estimate and quality of the inventory and Current Products. For purposes of clarity, the payment made for inventory and Current Products shall exclude any and all amounts for which Purchaser or its Affiliates have prepaid for any such inventory and/or Current Products owned by Sellers.
