Inventory and Receivables Sample Clauses

Inventory and Receivables. The aggregate amount of (i) the Inventory Value of the Acquired Inventory (excluding any Pending Inventory), (ii) the amounts due to Seller with respect to (A) the Credit Card Accounts Receivable and (iii) the Pharmacy Receivables shall be at least $1,657,000,000. To the extent that the aggregate amount of items (i) through (iii) in the foregoing sentence exceeds $1,657,000,000 on the Closing Date, Sellers may reduce such amount to be equal to $1,657,000,000 by first, transferring (at Sellers’ expense and in consultation with Buyer) Inventory that would otherwise be Acquired Inventory to a GOB Leased Store or a GOB Owned Store or any other location designated by Sellers that is not a Property, until the Inventory Value of the Acquired Inventory is equal to $1,553,000,000 and second, retaining as an Excluded Asset the oldest of any Credit Card Accounts Receivable or Pharmacy Receivables.

Inventory and Receivables. (a) Borrower agrees, represents and warrants that each Receivable will be owned by the Borrower, free and clear of any Liens, claims or encumbrances other than those in favor of the Lender for the ratable benefit of the Lender and the Factor, and will cover a bona fide sale of goods usually dealt in by the Borrower or the rendition by the Borrower of services to customers in the ordinary course of business, and will be for a liquidated amount maturing as stated in the schedules thereof and in the invoice or contract covering said sale, and the Lender’s Lien therein will not be subject to any other Lien or to any offset, deduction, counterclaim or other similar condition. (b) Borrower agrees, represents and warrants that all Inventory is and will be owned by the Borrower free of all Liens, claims or encumbrances other than those in favor of the Lender, for the ratable benefit of the Lender, and shall be kept by the Borrower at its places of business (e.g. warehouses) consistent with past practice for the purpose of sale in the ordinary course of its business, and that the Borrower shall not remove the Inventory therefrom, except for the purpose of (i) sale in the ordinary course of its business (ii) delivery without charge in connection with promotions and marketing programs in the ordinary course of its business and (iii) disposal or return to supplier of obsolete and unmerchantable Inventory. Except for (i) sales of Inventory made in the ordinary course of its business, (ii) delivery of Inventory without charge in connection with promotions and marketing programs in the ordinary course of its business and (iii) disposal or return to supplier of obsolete or unmerchantable Inventory, the Borrower shall not sell, encumber or dispose of or permit the sale, encumbrance or disposal of Inventory.

Inventory and Receivables. The Borrower will not, on any date falling on or after the Borrowing Base Release Date, permit the ratio of (i) the sum of (x) if such date falls prior to the Security Termination Date, the aggregate amount of inventory and accounts receivable of the Borrower and the Subsidiary Guarantors subject to the Lien of the Security Agreement or (y) if such date falls on or after the Security Termination Date, the aggregate amount of inventory and accounts receivable owned by the Borrower and the Subsidiary Guarantors to (ii) the aggregate Revolving Credit Exposure of the Lenders under this Agreement at such date to be less than 1.30 to 1.

Inventory and Receivables. All inventory of the Division reflected on the June 30 Balance Sheet, and all inventory of the Division acquired since June 30, 1997, has been acquired in the ordinary course of the Business and maintained in accordance with the regular business practices of Seller. All Receivables stated on the June 30 Balance Sheet and all Receivables created since June 30, 1997 have arisen in the ordinary course of the Business. Except as set forth on Exhibit 6.5, the Receivables shown on the June 30 Balance Sheet (subject to reserves as reflected therein), and all Receivables acquired or generated by Seller relating to the Business since June 30, 1997, are bona fide receivables and represent amounts due with respect to actual transactions entered into in the ordinary course of business. Such reserves have been reflected on the Balance Sheet in accordance with GAAP and, in the good faith, reasonable estimate of Seller's management, are adequate. No such account has been assigned or pledged to any other person, firm or corporation. Except as may be set forth on Exhibit 6.5, Seller has not received Notice that any defense or setoff to any such account has been asserted by the account obligor and to Seller's knowledge, there is currently no dispute regarding the payment of any such receivables. No receivables or payables (other than (i) compensation (including salaries) paid in the ordinary course of business, (ii) payments contemplated by the Participating Loan Agreements between the Division and each of Messrs. Xxxxxx and Xxxxxxxx, each dated December 17, 1986 and (iii) payments contemplated by the Employee Relocation Loan Agreement, dated April 30, 1994, between Xxxxxx and Xxxxxx Xxxx and the Riverside County Publishing Company) between the Division or any officer, director or employee of Seller have been, since the date of the June 30 Balance Sheet, or will be prior to the Closing Date, acquired or generated. The inventories on the June 30 Balance Sheet are stated at the lower of cost (first in, first out method) or market in accordance with GAAP. Except for inventory or equipment supplied to the Division by its customers, all inventories used in or relating to the conduct of the business of the Division are owned by the Seller free and clear of any Lien other than Permitted Encumbrances.

Inventory and Receivables. The Company owns its notes or loans receivable and accounts receivable, free and clear of all Liens, except as set forth in Exhibit 3.14. The accounts receivable of the Company arose from the sale of services in the ordinary course of business and are good and collectible and are reflected in the Interim Financial Statements set forth in Section 3.8.1 and are not subject to any counter--claim or set--off or discount, and all of such accounts receivable, after giving effect to the Company Reserves, will be collectible in the ordinary course of business and each of the Company Reserves will have been established in accordance with GAAP applied on a consistent basis. The Company does not have any material amount of inventory.

Inventory and Receivables. (a) Except as disclosed in Section 3.18 of the Seller Disclosure Schedule, the Inventory of the Company and RIAP to be included in the Closing Balance Sheet will be in good condition, of a quantity and quality usable in the ordinary course of the business of the Company and RIAP and will be adequate and appropriate for the Wireless Manufacturing Business as conducted on the Closing Date. Obsolete, discontinued, returned, overage or off-quality goods will not constitute a material part of the Inventory and will be reflected in the Closing Balance Sheet at realizable market value. (b) The receivables of the Company and RIAP to be reflected in the Closing Balance Sheet will have been generated in the ordinary course of business and will reflect bona fide obligations for the payment of products designed, manufactured and sold by the Company and RIAP and, to the Knowledge of Seller, will be collectible, net of any reserves. The reserves with respect to the receivables shown in the Closing Balance Sheet will be adequate and will have been established consistent with Past Practices.

Inventory and Receivables. (1) Except to the extent of any provision or reserve in relation to a particular item or category or inventory included in the Current Balance Sheet of the Company, as of the Closing Date: (1) All inventory of finished goods have been produced in the ordinary course of conduct of the business; (2) All inventory of raw materials and components and services from third parties have been acquired in the ordinary course of conduct of the business, and have the necessary traceability such that they are in full compliance with all applicable FAR's and existing Company traceability requirements; and

Inventory and Receivables. The Borrower will not, on or before the Security Termination Date, permit the ratio of (i) the sum of the aggregate amount of Inventory and Accounts Receivable of the Borrower and the other Grantors (other than any Grantor that has sold, conveyed or otherwise transferred Accounts Receivable in connection with a Receivables Financing) subject to the Lien of the Security Agreement to (ii) the aggregate Revolving Credit Exposure of all the Lenders under this Agreement and any Pari Passu Debt, in either case at such date, to be less than 1.30 to 1 (the “Coverage Covenant”).

Inventory and Receivables. (a) All inventory of the Business is suitable for use or sale in the ordinary and usual course of business (including remaining available shelf life for all expiry dated products) and in material compliance with Applicable Laws, other than to the extent of the Company’s inventory reserve set forth on the Financial Statements. Section 3.21(a) of the Disclosure Schedule sets forth a schedule of inventory (including consignment inventory) by unit and location as of July 31, 2012, prepared based upon Seller’s records without the conduct of a physical inventory count, all of which inventory is owned by Seller free and clear of any Liens other than Permitted Liens. (b) All accounts receivable of the Business are valid and constitute the genuine obligations of customers or purchasers of products or services based on bona fide sales in the ordinary course of business. To Seller’s knowledge, there are no valid defenses to payment or collection of such accounts receivable. Section 3.21(b) of the Disclosure Schedule includes an aging of such accounts receivable as of July 31, 2012.

Inventory and Receivables. The Company agrees that: (a) all sales of Inventory shall be bona fide sales in the ordinary course of the Company's business; (b) all invoices representing Receivables shall be in the name of the Company; (c) all credit memoranda shall be issued promptly; (d) it will, consistent with its existing business practice, promptly enforce, collect and receive all amounts owing in respect of the Receivables; (e) except for Retained Cash in an amount not to exceed $6,000,000 at any time, all cash and checks received by the Company in respect of the sale of Inventory or services rendered by the Company shall be deposited promptly to the Blocked Account; (f) all amounts owing to the Company in respect of credit card sales shall be paid directly by the relevant credit card companies (or, if applicable, the bank or banks at which the Company has merchant agreements with respect to such credit cards) directly to the Blocked Account (and the Company shall, on or before the Restatement Effective Date, direct the credit card companies or such banks to make such payments directly to the Blocked Account); and (g) it will otherwise comply in all material respects with its cash management procedures and policies in effect as of the Restatement Effective Date (as the same may be amended from time to time with the consent of the Majority Lenders).