Inventory Buy Back. In the event that a Distributor wishes to terminate their account, and request that any remaining inventory be purchased back by Zapple only unused, not previously displayed, unopened, never previously worn, and only those with the original Zapple tags would be considered for inventory buy back. In such an event, the inventory buy back, as a result of the changing world of fashion, will be at a discounted rate per acceptable unit piece (with a retracted 2 PV for each unit). Acceptable pieces will be determined at the sole discretion of Zapple and only after review and inspection upon the return. An RMA number issued and approved by Distributor Support is required prior to any Inventory Buy Back returns taking place – or the Inventory Buy Back will not be honored. The full accumulation of the returned product volume will be retracted from the organization as in Section 7.4, and the most recent commissions which may have been earned by the terminating Distributor may be retracted or removed from the returning funds as a result of the retracting volume which may have qualified them within the Zapple Compensation Plan for previous awarded bonuses.

Inventory Buy Back. In the event ICC terminates this Agreement for its convenience, rather than as a result of Innotech's default or insolvency, or Innotech terminates this Agreement as a result of ICC's default or insolvency, ICC shall buy back from Innotech any and all JVC Products and part thereof purchased by Innotech then in Innotech's inventory. The re-purchase price for such JVC Products shall include the original purchase price in Japanese Yen paid by Innotech to ICC, plus freight costs, import duty and customs clearance charges paid on such JVC Products. In the event that ICC terminates this Agreement as a result of Innotech's insolvency, or its default of obligations hereunder or if Innotech terminates this Agreement for any reason excluding as a result of ICC's defaults or insolvency, ICC shall have first right of purchase, but no obligation to repurchase any of its JVC Products from Innotech.

Inventory Buy Back. Halex agrees to buy back all Capitol Adhesives Inventory that is obsolete and not salable and is not sold by Xxxxxxx on or before December 15, 2005, at the prices set forth on Schedule 8.23 (the “Buy Back Amount”); provided, that Halex shall have no obligation to buy back any inventory described in or sold under Section 8.22 or the Metal Trim Xxxx of Sale. Each of Halex and Xxxxxxx shall have the right to elect to offset any amounts due and payable to Xxxxxxx pursuant to this Section 8.23 against an equal amount due and payable under the Xxxxxxx Note.

Inventory Buy Back. In the event that a Consultant wishes to terminate their account, and request that any remaining inventory be purchased back by Xxxxxxxxx, only unused, not previously displayed, unopened, never previously worn, and only those with the original Paparazzi tags would be considered for inventory buy back. Items that don’t carry PV are not eligible for buy back. In such an event, the inventory buy back, as a result of the changing world of fashion, will be at a discounted rate of $2 per acceptable unit piece (with a retracted 2 PV for each unit). Acceptable pieces will be determined at the sole discretion of Xxxxxxxxx and only after review and inspection upon the return. An RMA number issued and approved by Paparazzi Support is required prior to any inventory buy back returns taking place – or the inventory buy back will not be honored. The full accumulation of the returned product volume will be retracted from the organization as in Section 7.4, and the most recent commissions which may have been earned by the terminating Consultant may be retracted or removed from the returning funds as a result of the retracting volume which may have qualified them within the Paparazzi Compensation Plan for previous awarded bonuses.

Inventory Buy Back. In the event ICC terminates this Agreement for its convenience, rather than as a result of Credence's default or insolvency, or Credence terminates this Agreement as a result of ICC's default or insolvency, ICC shall buy back from Credence any and all JVC Products and part thereof purchased by Credence then in Credence's inventory. The re-purchase price for such JVC Products shall include the original purchase price in Japanese Yen paid by Credence to ICC, plus freight costs, import duty and customs clearance charges paid on such JVC Products. In the event that ICC terminates this Agreement as a result of Credence's insolvency, or its default of obligations hereunder or if Credence terminates this Agreement for any reason excluding as a result of ICC's defaults or insolvency, ICC shall have first right of purchase, but no obligation to repurchase any of its JVC Products from Credence.

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Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. (c) For any item of Inventory consisting of Eligible Inventory in any Transaction Report, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned (except to the extent of any refurbished Inventory in salable condition), consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and the Liens permitted under clause (j) of the definition of Permitted Liens; and (v) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 7.2).
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.
Eligible Inventory For purposes of this Agreement, Eligible Inventory shall exclude any Inventory to which any of the exclusionary criteria set forth below applies. The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Inventory from time to time in its reasonable credit judgment. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Original Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust the applicable advance rate with respect to Eligible Inventory, in its reasonable credit judgment, subject to the approval of the Supermajority Lenders in the case of adjustments, new criteria, changes in the applicable advance rate or the elimination of Reserves which have the effect of making more credit available. Eligible Inventory shall not include any Inventory of Borrower or any Borrowing Base Guarantor that: (i) the Collateral Agent, on behalf of Secured Parties, does not have a first priority and exclusive perfected Lien on such Inventory; (ii) is not located on premises in United States or Canada; (iii) (A) is located on premises leased by Borrower or a Borrowing Base Guarantor, unless (x) at such location the aggregate value of Inventory exceeds $250,000, and (y) either (1) a reasonably satisfactory Landlord Lien Waiver and Access Agreement has been delivered to the Collateral Agent, or (2) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto or (B) is stored with a bailee or warehouseman where the aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably satisfactory, acknowledged bailee waiver letter has been received by the Collateral Agent or (y) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto, or (C) is located at an owned location subject to a mortgage in favor of a lender other than the Collateral Agent where the aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably satisfactory mortgagee waiver has been delivered to the Collateral Agent or (y) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto; (iv) is placed on consignment (other than Eligible Consigned Inventory); (v) is covered by a negotiable document of title, unless such document has been delivered to the Collateral Agent with all necessary endorsements, free and clear of all Liens except those in favor of the Collateral Agent and the Lenders and landlords, carriers, bailees and warehousemen if clause (iii) above has been complied with; (vi) is to be returned to suppliers; (vii) is obsolete, unsalable, shopworn, seconds, damaged or unfit for sale; (viii) is slow moving (in excess of 1-year supply); (ix) consists of display items, samples or packing or shipping materials, manufacturing supplies or replacement parts (it being understood that Eligible Inventory shall not exclude work-in-process Inventory if it is not excluded in accordance with other criteria set forth herein, unless otherwise determined by the Administrative Agent in its reasonable credit judgment); (x) is not of a type held for sale in the ordinary course of Borrower’s or any Borrowing Base Guarantor’s, as applicable, business; (xi) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (xii) consists of Hazardous Material or goods that can be transported or sold only with licenses that are not readily available; (xiii) is not covered by casualty insurance maintained as required by Section 5.04; (xiv) consists of custom made Inventory which is not saleable to any other customer or in ordinary course; (xv) is in transit; or (xvi) is subject to any licensing arrangement the effect of which would be to limit the ability of Collateral Agent, or any Person selling the Inventory on behalf of Collateral Agent, to sell such Inventory in enforcement of the Collateral Agent’s Liens, without further consent or payment to the licensor or other.
Inventory Management The Subrecipient must submit an annual statement identifying the status of all equipment and non-real property items purchased with ESG funds by the contract termination date. The status report should inventory all equipment and non-real properties purchased with ESG funds and state the condition of the equipment and its location.
Inventory Records Each Loan Party keeps correct and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ Inventory and the book value thereof.
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.
Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.
Inventory Reports Within 15 days after the close of each fiscal month of Customer, a copy of the Inventory Report (as and to the extent applicable, breaking out Inventory by location, and separately reporting any work in process) of Customer as of the end of such fiscal month;
CURRENT INVENTORY OF QUALIFIED PROPERTY In addition to the requirements of Section 10.2 of this Agreement, if there is a material change in the Qualified Property described in EXHIBIT 4, then within 60 days from the date commercial operation begins, the Applicant shall provide to the District, the Comptroller, the Appraisal District or the State Auditor’s Office a specific and detailed description of the tangible personal property, buildings, and/or permanent, nonremovable building components (including any affixed to or incorporated into real property) on the Land to which the value limitation applies including maps or surveys of sufficient detail and description to locate all such described property on the Land.
Inventory; Returns Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly notify Bank of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000).

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