Inventory and Work in Progress Estimate Sample Clauses

Inventory and Work in Progress Estimate. (i) On the last Business Day prior to the Closing Date, Seller and Purchaser shall jointly update, using the books and records of the Company, the inventory and physical count jointly conducted by Seller and Purchaser on June 16, 2005, of all items of inventory of the Company (the “Pre-closing Inventory”), wherever located, including all finished goods, raw materials, spare parts and all other materials and supplies to be used or consumed by the Company and to be reflected on, and used to determine, the Closing Date Balance Sheet and Closing Date Net Working Capital (as such terms are defined in Section 1.6(b)(ii) below); provided, that Company’s inventory of MTI Transmitter Systems, and Inovonics Transmitter Systems, although counted, will not be used in determining the Closing Date Balance Sheet and Closing Date Net Working Capital. A list setting forth the results of the Pre-closing Inventory, as updated through the last Business Day prior to the Closing Date, shall be included in the Closing Statement. This joint determination of the Pre-closing Inventory is prepared for purposes of the Net Working Capital Adjustment (as defined in Section 1.6(b) below) and shall be final and binding on the Parties, absent fraud. (ii) On the last Business Day prior to the Closing Date, Seller shall estimate, in good faith, the percentage completion, as of the Effective Time, of all work-in- progress under Construction Contracts (as defined in Section 2.19(a)(iii) below) of the Company (the ”Work-in Progress”). A certificate setting forth the results of the Work-in Progress estimation shall be delivered to Purchaser at the Closing (the “Work-in Progress Certificate”). This certification of the Work-in Progress is prepared for purposes of the Net Working Capital Adjustment. The results of the Work-in Progress estimation and the results set forth in the Work-in Progress Certificate shall be final and binding on the Parties, absent material error.
Sample 1
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Related to Inventory and Work in Progress Estimate

  • 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.

  • Inventory and Supplies Administrator shall order, purchase and provide to the Group on a timely basis inventory and supplies, and such other ordinary, necessary or appropriate materials which are requested by the Group and which the Group shall reasonably determine to be necessary in the operation of the Practice on the same terms commercially available to Administrator. Such inventory, supplies and other materials shall be included in Practice Expenses at their cost to Parent or Administrator, as the case may be.

  • Work in Progress Upon any such early termination of the license granted hereunder in accordance with this Agreement, Licensee shall be entitled to finish any work-in-progress and to sell any completed inventory of a Licensed Product covered by such license which remain on hand as of the date of the termination, so long as Licensee pays to Scripps the royalties applicable to said subsequent sales in accordance with the terms and conditions as set forth in this Agreement, provided that no such sales shall be permitted after the expiration of six (6) months after the date of termination.

  • Inventory To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

  • SIGNIFICANT LANDS INVENTORY FINDING Find that this activity is consistent with the use classification designated by the Commission for the land pursuant to Public Resources Code section 6370 et seq.

  • 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.

  • Location of Equipment and Inventory All Equipment and Inventory are (i) located at the locations indicated on Schedule 4 (ii) in transit to such locations or (iii) in transit to a third party purchaser which will become obligated on a Receivable to the Debtor upon receipt. Except for Equipment and Inventory referred to in clauses (ii) and (iii) of the preceding sentence, the Debtor has exclusive possession and control of the Inventory and Equipment.

  • Inventories All of the Assets constituting inventory are owned or used by Company, are in good, current, standard and merchantable condition and are not obsolete or defective.

  • Property Inventory and Protection of Assets Grantee will; 1. maintain an inventory of equipment, supplies defined as controlled assets, and property described in this Contract and submit to the assigned contract manager, upon request. 2. maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. 3. if Grantee is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, use the proceeds to repair or replace those assets.

  • As to Equipment and Inventory Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory in transit and Inventory sold in the ordinary course of business) at the places therefor specified in Section 3.1.1 or, upon 30 days' prior written notice to Agent, at such other places in a jurisdiction where all representations and warranties set forth in Article III (including Section 3.1.6) shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 shall have been taken with respect to the Equipment and Inventory; (b) with respect to any Equipment or Inventory in the possession or control of any Third Party or any of Grantor's agents, notify such Third Party or agent of Agent's security interest in such Equipment or Inventory and, upon Agent's request following the occurrence and during the continuance of an Event of Default, direct such Third Party or agent to hold all such Equipment or Inventory for Agent's account and subject to Agent's instructions; (c) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer's manual; and forthwith, or in the case of any material loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to Agent a statement respecting any loss or damage to any of the Equipment within ten (10) business days after Grantor obtains knowledge of any such loss or damage; and (d) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with Generally Accepted Accounting Principles have been set aside.

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