Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (Handy & Harman Ltd.), Loan and Security Agreement (WHX Corp)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as Agent Lender may request on or after and during the continuance of an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders Lender and upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory except for the rights of return given to customers of Borrower in accordance with current practices as of the date hereof; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (Anvil Knitwear Inc), Loan and Security Agreement (Anvil Holdings Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon AgentLender’s request, Borrowers Borrower shall, at their its expense, no more than two (2) times in any twelve calendar year (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default), deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an Hilco Appraisal Services or other appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kh) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approvalconsignment.
Appears in 2 contracts
Samples: Loan and Security Agreement (Vector Group LTD), Loan and Security Agreement (Vector Group LTD)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and each Guarantor shall at all times maintain inventory records reasonably satisfactory to Administrative and Collateral Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or such Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct year (which may be done by way of a physical count of its Inventory at least once each monthcycle count), but (in any case) at any time or times as Administrative and Collateral Agent may reasonably request on or after during the existence of an Event of Default, and promptly following such physical inventory shall supply Administrative and Collateral Agent with a report in the form and with such specificity as may be reasonably satisfactory to Administrative and Collateral Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Administrative and Collateral Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or such Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Administrative and Collateral Agent’s request, Borrowers shall, at their expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as Administrative and Collateral Agent may request on or after an Event of Default, deliver or cause to be delivered to Administrative and Collateral Agent a full written appraisals appraisal as to the Inventory in form, scope and methodology reasonably acceptable to Administrative and Collateral Agent and by an appraiser acceptable to Administrative and Collateral Agent, addressed to Administrative and Collateral Agent and Lenders and upon which Administrative and Collateral Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) Borrowers and Guarantors will hold Agents and each Borrower Lender harmless from and Guarantor assumes indemnify each of them with respect to all responsibility and liability arising from or relating to the production, use, sale or other disposition of the InventoryInventory unless such liability arises from the gross negligence or willful misconduct of such Agent or Lender; (ih) except as disclosed to Administrative and Collateral Agent in writing or to the extent accounted for in the determination of the Net Orderly Liquidation Value, Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or any Guarantor to repurchase such InventoryInventory (excluding customary warranty terms and returns accepted by such Borrower or such Guarantor in the ordinary course of business); (ji) Borrowers and Guarantors shall keep the Eligible Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Administrative and Collateral Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Administrative and Collateral Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (BlueLinx Holdings Inc.), Loan and Security Agreement (BlueLinx Holdings Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentAgent in substantially the same manner as being maintained on the date hereof (subject, however, to the terms of clause (o) of the definition of Eligible Inventory), keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Inventory and such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions theretotherefor; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, no less frequently than is consistent with the past practices of Borrowers and H&H Electronic shall conduct a physical count of its Inventory at least once each monthGuarantors, but (in any case) at any time or times as Agent may request on or after upon the occurrence and during the continuance of an Event of Default, and promptly following such physical inventory shall shall, promptly upon Agent’s request, supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer or distributor thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two one (21) times time in any twelve (12) month period, but at any time or times as Agent may request on at the expense of Agent or after at the expense of Borrowers upon the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; , (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory, except for the right of return given to customers of such Borrower or Guarantor in the ordinary course of the business of such Borrower or Guarantor in accordance with the then current return policy of such Borrower or Guarantor; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (Travelcenters of America LLC), Loan and Security Agreement (Travelcenters of America LLC)
Inventory Covenants. With respect to the Inventory: (a) each US Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such US Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) each US Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent and Tranche B Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors each US Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its such US Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s and Tranche B Agent’s request, Borrowers each US Borrower shall, at their its expense, but no more than two (2) times once in any twelve six (126) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent and Tranche B Agent written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Required Lenders and by an appraiser acceptable to AgentRequired Lenders, addressed to Agent and Lenders and or upon which Agent and Lenders are is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors each US Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hf) each US Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors each US Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any such US Borrower or Guarantor to repurchase such Inventory; (jh) Borrowers and Guarantors each US Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors each US Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofand Tranche B Agent, acquire or accept any Inventory on consignment or approvalapproval and (j) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof.
Appears in 2 contracts
Samples: General Security Agreement (SMTC Corp), General Security Agreement (SMTC Corp)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agentrecords, consistent with the current practices each Borrower as of the date hereof, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after an Event of DefaultDefault and for so long as the same is continuing, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein, provided, that, such Borrower may remove Inventory to any locations not otherwise permitted hereunder so long as the aggregate amount of all of such Inventory at such other locations does not have a Value in excess of $10,000; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two one (21) times time in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of DefaultDefault and for so long as the same is continuing or at any time on or after any change in the calculation of standard costs of Inventory, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent in good faith and by an appraiser acceptable to AgentAgent (which includes Hilco Appraisal Services, LLC), addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to relyrely (provided, that, any appraisal requested at such time as an Event of Default exists or has occurred and is continuing or on and after a change in the calculation of standard costs shall not be considered for purposes of the limitation on the number of appraisals provided for herein); (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance in all material respects and in conformity with applicable laws in all material respects (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory other than the right of customers to return defective or non-conforming goods in the ordinary course of business; (i) Borrowers shall give Agent not less than thirty (30) days’ written notice prior to the effectiveness of any change in the method of calculation of the standard costs of Inventory; (j) Borrowers and Guarantors shall keep the Inventory generally in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower Borrowers to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (Haynes International Inc), Loan and Security Agreement (Haynes International Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor the Borrowers shall at all times maintain inventory records reasonably satisfactory to Agentthe Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s the Borrowers’ cost therefor and daily monthly withdrawals therefrom and additions thereto; (b) the Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, year as to perpetual inventory and H&H Electronic shall conduct a physical count of its Inventory at least once each monthquarterly as to non-perpetual inventory, but (in any case) at any time or times as Agent the Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent the Lender with a report in the form and with such specificity as may be satisfactory to Agent the Lender concerning such physical count; (c) the Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agentthe Lender, except for sales of Inventory in the ordinary course of its the Borrowers’ business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which the Borrowers that is in transit to the locations set forth or permitted herein; (d) upon Agent’s the Lender's request, the Borrowers shall, at their expense, no more than two one (21) times time in any twelve (12) month period, but at any time or times as Agent the Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent the Lender written appraisals as to the Inventory in form, scope and methodology acceptable to Agent the Lender and by an appraiser acceptable to Agentthe Lender, addressed to Agent and Lenders the Lender and upon which Agent and Lenders are the Lender is expressly permitted to rely; (e) upon Agent’s request, the Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes the Borrowers assume all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) except as set forth on Schedule 5.2 hereto as agreed to by the Lender, the Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return return, or may obligate any Borrower or Guarantor the Borrowers to repurchase repurchase, such InventoryInventory other than the return of defective Inventory in the ordinary course of business; (ji) the Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) the Borrowers and Guarantors shall not, without prior written notice to Agent the Lender or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower the Borrowers to Agent the Lender pursuant to Section 7.1(a) 8.6 hereof, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan Agreement (Coachmen Industries Inc), Loan Agreement (Coachmen Industries Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and each Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers Borrower and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after an Event of DefaultDefault has occurred and is continuing, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers Borrower and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers Borrower shall, at their expense, no more than two (2) times in any twelve (12) month period (and only one (1) time in any twelve (12) month period, at the Agent’s option, in the event that Excess Availability is equal to or greater than $15,000,000), but at any time or times as Agent may reasonably request on at the expense of Agent and Lenders, or at any time or times a Agent may request at Borrower’s expense at any time after an Event of DefaultDefault exists or has occurred and is continuing, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers Borrower and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of in the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to event any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent count conducted pursuant to Section 7.1(a7.3(b) hereof, acquire above indicates any material irregularities or accept any Inventory on consignment or approval.other adverse
Appears in 2 contracts
Samples: Loan and Security Agreement (HHG Distributing, LLC), Loan and Security Agreement (Hhgregg, Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory Inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall cause an independent firm acceptable to Lender to conduct a physical cycle count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each monthin accordance with Borrower's existing practices with respect thereto on the Original Closing Date, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as Agent Lender may request (i) on or after an Event of DefaultDefault has occurred and is continuing or (ii) on or after a date on which the amount available under the lending formula set forth in Section 2.1(a) hereof exceeds the outstanding Loans and Letter of Credit Accommodations by less than $10,000,000, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology (including, without limitation, on a "going out of business" basis) acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory, other than in accordance with Borrower's policies in existence on the Original Closing Date; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable conditioncondition (ordinary wear and tear excepted); and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (Eagle Food Centers Inc), Loan and Security Agreement (Eagle Food Centers Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records in all material respects itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each yearyear (except with respect to Inventory consisting of finished goods windows located at a plant of a Borrower or Guarantor, and H&H Electronic shall conduct as to which a physical count shall be conducted not less frequently than as of its Inventory at least once each monthcalendar month end), but (in any case) at any time or times as Agent may request on at any time a Default or after an Event of DefaultDefault exists or has occurred and is continuing, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent at least once each calendar quarter if any such counts are performed within such quarter, or otherwise once each calendar year, with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; except, that, Borrowers and Guarantors may remove Inventory not constituting Eligible Inventory and having an aggregate value of not more than the US Dollar Equivalent of $1,000,000 to locations not otherwise permitted hereunder; provided, that, as the date of the removal of any such Inventory and after giving effect thereto (i) no Default or Event of Default shall exist or have occurred and be continuing and (ii) Global Excess Availability of Borrowers equals not less than twelve and one-half (12 1/2%) percent of the Maximum Credit, (iii) Canadian Excess Availability equals not less than twelve and one-half (12 1/2%) percent of the Canadian Loan Limit and (iv) US Excess Availability equals not less than twelve and one-half (12 1/2%) percent of the US Loan Limit; (d) upon Agent’s request, Borrowers shall, (i) at their expense, no more than two (2) times in any twelve (12) month period, but (ii) at their expense, one (1) additional time at any time or times that Global Excess Availability is less than the US Dollar Equivalent of $75,000,000, upon Agent’s request, (iii) at Agent’s expense, one (1) further additional time, as Agent may request on in such twelve (12) month period and (iv) at any time at Borrowers’ expense as Agent may request if a Default or after an Event of DefaultDefault shall exist or have occurred and be continuing, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of as between Agent and Lenders, on the Inventory or one hand, and Borrowers and Guarantors, on the other Collateral constitutes farm products or the proceeds thereof; (h) hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the InventoryInventory (but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party); (ig) as of the date hereof, Borrowers and Guarantors shall do not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory but shall give Agent prior written notice if such practice changes together with such information with respect to the new policy as may reasonably be requested by Agent; (jh) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors shall not, without prior written notice provide to Agent prompt notice of any License Agreement entered into by a Borrower or the specific identification of Guarantor related to Accounts or Inventory, which License Agreement constitutes a Material Contract; and (j) Borrowers and Guarantors shall not acquire or accept any Inventory on consignment or approval unless such Inventory has been specifically identified in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire hereof when required to be included in such report or accept any Inventory on consignment or approvalAgent has otherwise received prior written notice thereof in form and substance reasonably satisfactory to Agent.
Appears in 2 contracts
Samples: Loan and Security Agreement (Amh Holdings, LLC), Loan and Security Agreement (Associated Materials, LLC)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping that are correct and accurate records in all material respects and itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times (but not more frequently than once in any fiscal quarter) as Agent may reasonably request on at any time a Default or after an Event of DefaultDefault exists or has occurred and is continuing, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent at least once each fiscal quarter if any such counts are performed within such quarter, or otherwise once each fiscal year, with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such a Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, shall deliver or cause to be delivered to Agent Agent, at Borrowers’ expense, written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent (and by an appraiser acceptable selected from a list of Agent-approved appraisers to be supplied by Agent to the Administrative Borrower containing not fewer than two appraisers, as such list may be augmented to include additional appraisers at the reasonable request of the Administrative Borrower or otherwise amended by Agent, from time to time), addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) , upon Agent’s request, Borrowers shall, at their expense, no more than request up to two (2) times in any twelve (12) consecutive month period, but or at any time or times as Excess Availability shall be less than the greater of $25,000,000 or twenty (20%) percent of the least of the Maximum Credit, the Borrowing Base or the Revolving Loan Limit, up to three (3) times in any twelve (12) consecutive month period, or at any other time or times as Agent may request on or after at any time an Event of Default, deliver Default shall exist or cause to have occurred and be delivered to Agent a written assayercontinuing or at any other time at Agent’s report expense; (e) as to the Precious Metals Inventory in form, scope and methodology acceptable to between Agent and by an assayer acceptable to AgentLenders, addressed to Agent on the one hand, and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produceBorrowers, useon the other hand, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the InventoryInventory (but nothing contained herein shall be construed as the basis for any liability of any Borrower as to any third party); (if) as of the date hereof, Borrowers and Guarantors shall do not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory but shall give Agent prior written notice if such practice changes together with such information with respect to the new policy as may reasonably be requested by Agent; (jg) Borrowers and Guarantors shall use commercially reasonable practices to keep the Inventory generally in good and marketable conditioncondition in the ordinary course of business; and (kh) Borrowers and Guarantors shall not, without prior written notice to Agent not acquire or the specific identification of accept any Inventory on consignment or approval unless such Inventory has been identified in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire hereof when required to be included in such report or accept any Inventory on consignment or approvalAgent has otherwise received prior written notice thereof in form and substance reasonably satisfactory to Agent.
Appears in 2 contracts
Samples: Loan and Security Agreement (Nci Building Systems Inc), Loan and Security Agreement (Nci Building Systems Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers Borrower shall cause to be conducted by an independent third party acceptable to Lender, at least once every two weeks until such time as Lender is satisfied with Borrower's inventory reporting and Guarantors (other than Sumco and H&H Electronic) perpetual inventory system, following which Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than four times during the initial twelve (12) month period, and thereafter at Lender's discretion, but at least two (2) times in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto)laws; (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles entities the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan Agreement (G G S Plastic Engineering Inc), Loan Agreement (G G S Plastic Engineering Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate inventory records itemizing in a manner consistent with its current practices as of the date hereof (except to the extent of changes in such practices as a result of the establishment of a reliable, consistent and describing accurate stock ledger inventory system at the kindRetail Division), type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco shall, or a third party inventory counting service on behalf of Borrowers and H&H Electronic) shall Guarantors shall, conduct a physical count of their the Inventory at least once each fiscal quarter as to non-perishable Inventory of the Retail Division (or on and after the establishment of a stock ledger inventory system at the Retail Division that is satisfactory to Borrowers and Agent, two (2) times each year) and once each fiscal four (4) week period of Borrowers and Guarantors (determined in accordance with the current accounting practices of Borrowers and Guarantors as of the date hereof) as to the perishable Inventory of the Retail Division, three (3) times each year as to Inventory of the United Wholesale Division (provided, that, in the event that the United Wholesale Division Assets are not sold pursuant to the United Wholesale Sale Agreements on or before March 31, 2004, Agent may require that such physical counts be conducted more frequently) and at least once each year, and H&H Electronic shall conduct a physical count whether through periodic cycle counts or otherwise, as to the Inventory of its Inventory at least once each monththe Distribution Division, but (in any case) each case at any time or times as Agent may request on or after an Event of Default, and promptly following any such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales sales, returns or transfers of Inventory in the ordinary course of its business that are reported to Agent in accordance with the terms hereof and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s 's request, Borrowers shall, at their expense, no more than two one (21) times time in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent 67 written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws in all material respects (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of as between Agent and Lenders, on the Inventory or one hand, and Borrowers and Guarantors, on the other Collateral constitutes farm products or the proceeds thereof; (h) hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the InventoryInventory (but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party); (ig) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; except for the right of return given to retail customers of Borrowers in the ordinary course of business and in accordance with the then current return policy of Borrowers; (jh) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (i) upon Agent's request, Borrowers shall, at their expense, conduct through an inventory counting service acceptable to Agent, a physical count of the Inventory of the Retail Division and the United Wholesale Division in form, scope and methodology acceptable to Agent (but only to the extent that a physical count that is acceptable to Borrowers and Agent has not been conducted by such inventory counting service within the immediately preceding fiscal quarter so long as no Default or Event of Default shall exist or have occurred or four (4) fiscal week period of Borrowers and Guarantors (determined in accordance with the current accounting principles of Borrowers and Guarantors as of the date hereof) at any time a Default or Event of Default shall exist or have occurred, the results of which shall be reported directly by such inventory counting service to Agent and Borrowers shall promptly deliver confirmation to Agent that appropriate adjustments have been made to the inventory records of Borrowers to reconcile the inventory count to the inventory records of Borrowers; (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Lead Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (Spartan Stores Inc), Loan and Security Agreement (Spartan Stores Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count counts of their the Inventory (excluding Inventory located in retail stores that have not been open for more than twelve (12) months) either through periodic cycle counts or wall to wall counts, so that all Inventory located at distribution centers and retail stores that have been open for more than twelve months is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after upon the occurrence and during the continuance of an Event of Default, and promptly following such physical inventory counts of the Inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except (i) for sales of Inventory in the ordinary course of its business business, (ii) for sales, returns and except exchanges of Inventory to manufacturers and suppliers in the ordinary course of business; (iii) to move Inventory directly from one location set forth or permitted herein to another such permitted location and except (iv) for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month periodperiod (or more frequently as Agent may determine but not at Borrowers’ expense), but at any time or times as Agent may reasonably request on or after upon the occurrence and during the continuance of an Event of DefaultDefault or if there is a Material Adverse Effect (at Borrowers’ sole expense), deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; provided, however, that at all times Average Excess Availability is greater than fifty percent (50%) of the Revolving Commitments for the prior twelve month period prior to such request, only one such appraisal shall be at the sole expense of Borrowers and Guarantors; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, to the extent applicable, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) as between Agent and Secured Parties and Borrowers and Guarantors, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory other than returns and exchanges of Inventory from customers in the ordinary course business of such Borrower or Guarantor consistent with the then current return policy of such Borrower or Guarantor; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approvalapproval except for (x) magazines, stationery and greeting cards, and (y) perishable food stuffs of a de minimus value.
Appears in 2 contracts
Samples: Loan and Security Agreement (Vitamin Shoppe, Inc.), Loan and Security Agreement (Vitamin Shoppe, Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Guarantor shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after an Event of DefaultDefault and for so long as the same is continuing, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors Guarantor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of DefaultDefault and for so long as the same is continuing, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Guarantor shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (g) Borrowers shall, at all times, provide sufficient storage for and maintain sufficient stocks of all manuals, installation kits and other product support, marketing and sales materials related to Inventory of Borrowers consisting of finished goods in order to satisfy any requirements for such materials known or expected by any Borrower in connection with the operation, marketing or sale of such Inventory by any Borrower or otherwise; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors Guarantor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors Guarantor shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors Guarantor shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval; and (l) without limiting the rights of Agent with respect to the establishment of Reserves or otherwise, at any time Excess Availability is less than $2,500,000, Agent may, at its option, establish Reserves to reflect accounts payable or other obligations outstanding to the Microsoft Companies in the aggregate more than sixty (60) days past due, or in the event that the aggregate amount of such accounts payable or other obligations more than thirty (30) days past due but less than sixty (60) days past due exceed $1,000,000, then to reflect all such accounts payable or other obligations in the aggregate more than thirty (30) days past due (in each case other than accounts payable or other obligations being contested or disputed by such Borrower or Guarantor in good faith) or that exceed $3,000,000 for software obligations or $1,000,000 for hardware obligations.
Appears in 2 contracts
Samples: Loan and Security Agreement (HyperSpace Communications, Inc.), Loan and Security Agreement (HyperSpace Communications, Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their Inventory at least once each year, and H&H Electronic shall conduct a physical count of its their Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely[intentionally omitted]; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (Handy & Harman Ltd.), Loan and Security Agreement (WHX Corp)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Loan Party shall at all times maintain inventory records reasonably satisfactory to Agentrecords, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Inventory and such Borrower’s or GuarantorLoan Party’s cost therefor and daily withdrawals therefrom and additions theretotherefor; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Loan Parties shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, in accordance with the Loan Parties’ historical practice in effect on the Closing Date but (in any case) at any time or times as Agent may request on or after upon the occurrence and during the continuation of an Event of DefaultDefault or a Cash Dominion Event, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors Loan Parties shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor Loan Party which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two four (24) times in any twelve (12) month period, but at any time or times as Agent may request on or after upon the occurrence and during the continuation of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s requestprovided that if no Event of Default has occurred and is continuing, Excess Liquidity is at least $100,000,000 and Total Excess Availability is greater than the Threshold Amount, the Borrowers shall, at their expense, no more than shall be required to bear the cost of only two (2) times such appraisals in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (fe) Borrowers and Guarantors Loan Parties shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor Loan Party assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors Loan Parties shall keep the Inventory in good and marketable conditioncondition (other than Inventory that is old or obsolete or that the Loan Parties no longer intend to sell in the ordinary course of business); and (ki) Borrowers and Guarantors Loan Parties shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by the Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (Louisiana-Pacific Corp), Loan and Security Agreement (Louisiana-Pacific Corp)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders Lender and upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (ji) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent Lender or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent Lender pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hirsch International Corp), Loan and Security Agreement (Ic Isaacs & Co Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Borrowers shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s Borrowers' cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrowers' business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such any Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s Lender's request, Borrowers shall, at their expense, no more than two (2) times once in any twelve (12) month periodperiod in which no Availability Triggering Event occurs or twice in any twelve (12) month period during which an Availability Triggering Event occurs or an Availability Compliance Period (related to an Availability Triggering Event) exists, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders Lender and upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes Borrowers assume all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent Lender or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower Borrowers to Agent Lender pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (Guess Inc Et Al/Ca/), Loan and Security Agreement (Guess Inc Et Al/Ca/)
Inventory Covenants. With respect to the Inventory, each Guarantor: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentSecured Party, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each monthone (1) time in any twelve (12) month period, but (in any case) at any time or times as Agent Secured Party may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Secured Party with a report in the form and with such specificity as may be satisfactory to Agent Secured Party concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, herein without the prior written consent of AgentSecured Party, except for sales of Inventory in the ordinary course of its such Guarantor's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth in the Information Certificate or permitted herein; (d) upon Agent’s Secured Party's request, Borrowers shall, at their its expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent Secured Party may request on or after an Event of Default, deliver or cause to be delivered to Agent Secured Party written appraisals as to the Inventory in form, scope and methodology acceptable to Agent Secured Party and by an appraiser acceptable to AgentSecured Party, addressed to Agent Secured Party and Lenders and or upon which Agent Secured Party and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory, except for the right of return given to customers of such Guarantor consistent with its current policies as of the date hereof; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or such Guarantor to repurchase such Inventory; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofSecured Party, acquire or accept any Inventory on consignment or approval. In addition to, and not in limitation of, anything to the contrary contained herein, Secured Party shall have the right to request the delivery to Secured Party of all documents, invoices and bills of lading relating to any in-transit Inventory. In the event any account debtor returns Inventory when an Event of Default exists or has occurred and is continuing, Guarantors shall, upon Secured Party's request, hold the returned Inventory in trust for Secured Party, segregate all returned Inventory from all of its other property, dispose of the returned Inventory solely according to Secured Party's instructions, and not issue any credits, discounts or allowances with respect thereto without Secured Party's prior written consent.
Appears in 2 contracts
Samples: General Security Agreement (Delta Apparel Inc), General Security Agreement (Delta Apparel Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and reasonably describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall shall, at their expense, conduct a physical count of their the Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each year, provided, that Borrowers and H&H Electronic Guarantors shall conduct a additional physical count counts of its Inventory at least once each month, but (in any case) as provided herein at any time or times as Agent may request on or after request, such additional physical counts at Agent’s expense unless an Event of DefaultDefault then exists, in which case at Borrowers’ and Guarantors’ expense, and promptly following all such physical inventory inventories (whether through periodic cycle counts or wall to wall counts) Borrowers shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentAgent (which consent shall not be unreasonably withheld), except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinherein and except to return defective or non-conforming Inventory to the manufacturers or vendors thereof; (d) upon Agent’s request, Borrowers shall, and shall cause their Subsidiaries to, cooperate with any appraiser retained by Agent in the conduct of appraisals of Inventory, such appraisals (i) to be conducted at their such time or times as Agent may request, (ii)(x) to be conducted, at Borrower’s expense, no more less than two (2) times in any twelve (12) month period, but unless Adjusted Excess Availability is less than the Specified Amount, then no less than three (3) times in such twelve (12) month period and (y) to be conducted, at any time or times as Agent may request on or after Agent’s expense unless an Event of DefaultDefault then exists in which case at Borrowers’ expense, deliver or cause and (ii) to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory except for the right of return given to retail customers of such Borrower or Guarantor in the ordinary course of the business of such Borrower or Guarantor in accordance with the then current return policy of such Borrower or Guarantor; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hancock Fabrics Inc), Loan and Security Agreement (Hancock Fabrics Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentBank, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Bank may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Bank with a report in the form and with such specificity as may be reasonably satisfactory to Agent Bank concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentBank, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Bank's request, Borrowers Borrower shall, at their its expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent Bank may request on or after an Event of Default, deliver or cause to be delivered to Agent Bank written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Bank and by an appraiser acceptable to AgentBank, addressed to Agent and Lenders and Bank or upon which Agent and Lenders are Bank is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors other than in the ordinary course of business as disclosed to Bank by Borrower from time to time, Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofBank, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hallwood Group Inc), Stock Pledge and Security Agreement (Hallwood Group Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count counts of their the Inventory (excluding Inventory located in retail stores that have not been open for more than twelve (12) months) either through periodic cycle counts or wall to wall counts, so that all Inventory located at distribution centers and retail stores that have been open for more than twelve months is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after upon the occurrence and during the continuance of an Event of Default, and promptly following such physical inventory counts of the Inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentAgent (unless such removal is at the direction of the ABL Agent to the extent such direction is not in violation of the Intercreditor Agreement), except (i) for sales of Inventory in the ordinary course of its business business, (ii) for sales, returns and except exchanges of Inventory to manufacturers and suppliers in the ordinary course of business; (iii) to move Inventory directly from one location set forth or permitted herein to another such permitted location and except (iv) for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month periodperiod (or one (1) additional time in any twelve (12) month period as Agent may request but not at Borrowers’ expense), but at any time or times as Agent may reasonably request on or after upon the occurrence and during the continuance of an Event of Default, during a Compliance Period or if there is a Material Adverse Effect (at Borrowers’ sole expense), deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, to the extent applicable, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) as between Agent and Secured Parties and Borrowers and Guarantors, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory other than returns and exchanges of Inventory from customers in the ordinary course business of such Borrower or Guarantor consistent with the then current return policy of such Borrower or Guarantor; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approvalapproval except for (x) magazines, stationery and greeting cards, and (y) perishable food stuffs of a de minimus value.
Appears in 2 contracts
Samples: Loan and Security Agreement (Franchise Group, Inc.), Loan and Security Agreement (Franchise Group, Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of such Borrower’s or Guarantor’s Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers each Borrower and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their Inventory at least once each year, and H&H Electronic Guarantor shall conduct a physical count of its Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each monthyear, but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors no Borrower or Guarantor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its such Borrower’s or Guarantor’s business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than two one (21) times time in any twelve (12) month period, but at any time or times as Agent may request on at Agent’s expense, or after at any time or times as Agent may reasonably request at Borrowers’ expense during an Event of DefaultAdditional Appraisal/Field Exam Period, deliver or cause to be delivered to Agent written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than two (2) times in any twelve (12) month periodconduct through RGIS Inventory Specialists, but at any time Inc. or times as Agent may request on or after an Event another inventory counting service acceptable to Agent, a physical count of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent no more than one (1) time in any twelve (12) month period, and at a time to coincide with Borrowers’ and or Guarantors’ physical count of the Inventory, so long as no Availability Compliance Period exists, the results of which shall be reported directly by an assayer acceptable to Agent, addressed such inventory counting service to Agent and Lenders Borrowers and upon which Guarantors shall promptly deliver confirmation in a form reasonably satisfactory to Agent that appropriate adjustments have been made to the inventory records of Borrowers and Lenders are expressly permitted Guarantors to relyreconcile the inventory count to Borrowers’ and Guarantors’ inventory records; (f) Borrowers each Borrower and Guarantors Guarantor shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors no Borrower or Guarantor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any such Borrower or Guarantor to repurchase such InventoryInventory except for the right of return given to retail customers of any Borrower or Guarantor in the ordinary course of the business of such Borrower or Guarantor in accordance with the then current return policy of such Borrower; (j) Borrowers each Borrower and Guarantors Guarantor shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall notno Borrower or Guarantor shall, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative such Borrower or Guarantor to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 2 contracts
Samples: Loan and Security Agreement (New York & Company, Inc.), Loan and Security Agreement (New York & Company, Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count counts of their the Inventory (excluding Inventory located in retail stores that have not been open for more than twelve (12) months) either through periodic cycle counts or wall to wall counts, so that all Inventory located at distribution centers and retail stores that have been open for more than twelve months is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after upon the occurrence and during the continuance of an Event of Default, and promptly following such physical inventory counts of the Inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except (i) for sales of Inventory in the ordinary course of its business business, (ii) for sales, returns and except exchanges of Inventory to manufacturers and suppliers in the ordinary course of business; (iii) to move Inventory directly from one location set forth or permitted herein to another such permitted location and except (iv) for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two one (21) times time in any twelve (12) month period (or one (1) additional time in any twelve (12) month period as Agent may request and at Borrowers’ expense if Excess Availability is less than the greater of (x) 20% of the Borrowing Cap and (y) $20,000,000 at any time during such period), but at any time or times as Agent may reasonably request on or after upon the occurrence and during the continuance of an Event of DefaultDefault or if there is a Material Adverse Effect (at Borrowers’ sole expense), deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, to the extent applicable, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) as between Agent and Secured Parties and Borrowers and Guarantors, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory other than returns and exchanges of Inventory from customers in the ordinary course business of such Borrower or Guarantor consistent with the then current return policy of such Borrower or Guarantor; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.approval except for (x) magazines, stationery and greeting cards, and (y) perishable food stuffs of a de minimus value. 105
Appears in 1 contract
Samples: Loan and Security Agreement (Franchise Group, Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor therefor, and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (Borrower shall cause, at Borrower's expense, RGIS or such other than Sumco and H&H Electronic) shall third party firm acceptable to Lender to conduct a complete physical count of their the Inventory at least a minimum of once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, every twelve (12) months but (in any case) at any time or times as Agent Lender may request on or after upon the occurrence of an Event of Default, and promptly following such physical inventory count such firm shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than two (2) times twice in any twelve (12) month period, but at any time or times as Agent Lender may request on or after upon the occurrence of an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent and Lender by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory with the exception of Inventory sold in the ordinary course of Borrower's business subject to Borrower's normal and customary return policy; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approvalapproval except as set forth on Schedule 7.3(i) hereto; (j) Borrower shall not convert any Inventory to Rental Inventory without five (5) Business Days' prior written notice to Congress in order that Congress may exclude such Inventory from Eligible Inventory in calculating the amount of Revolving Loans available to Borrower hereunder; and (k) Borrower may return Inventory to vendors of such Inventory pursuant to normal returns policies free and clear of Lender's lien; provided, however that upon an Event of Default, Borrower shall not return any Inventory to vendors of such Inventory without Lender's prior written consent.
Appears in 1 contract
Samples: Loan and Security Agreement (Wherehouse Entertainment Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality quality, quantity and quantity aging of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) each Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors no Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its a Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s 's request, Borrowers shall, at its expense, no more than two times in any twelve (12) month period, but at any time or times as Agent may request at Agent's expense, or at any time or times as Agent may request at Borrowers' expense on or after an Event of Default, deliver or cause to be delivered to Agent written reports or appraisals or appraisal updates as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and upon which Agent is expressly permitted to rely; (e) upon Agent's request, Borrowers shall, at their expense, conduct through RGIS Inventory Specialists, Inc. or another inventory counting service acceptable to Agent, a physical count of the Inventory in form, scope and methodology acceptable to Agent no more than two (2) times once in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver Default or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event in the event of Defaulttest count variances is in excess of 5% of the Cost of all Eligible Inventory, deliver or cause to the results of which shall be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable reported directly by such inventory counting service to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.promptly
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records in all material respects itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of the Inventory at their Inventory expense at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after an Event of Default, and at any other time Agent may request at the expense of Agent and Lenders, and promptly following any such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors no Borrower or Guarantor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more not less than two (2) times in any period of twelve (12) month periodconsecutive calendar months, but at any time or times as Agent may request on or after an Event of DefaultDefault or if Excess Availability is less than twenty (20%) percent of the Maximum Credit or Excess Availability calculated without regard to the Maximum Credit or the Inventory Loan Limit is less than $75,000,000, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in material conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory other than in the ordinary course of business with respect to any non-conforming goods; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable conditioncondition in all material respects; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Samples: Loan and Security Agreement (Global Brass & Copper Holdings, Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco Ocmus and H&H Electronic) shall conduct a physical count of their Inventory at least once each year, and H&H Electronic shall conduct a physical count of its their Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than one (1) time in any twelve (12) month period (or no more than two (2) times in any twelve (12) month periodperiod if Excess Availability is less than $25,000,000), but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely[intentionally omitted]; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality type and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after an Event of DefaultDefault and for so long as the same is continuing, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may in good faith be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except (i) for sales of Inventory in the ordinary course of its business and except business, (ii) to move Inventory directly from one location set forth or permitted herein to another such location location, and except for (iii) Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, Borrower shall deliver or cause to be delivered to Agent delivered, at its expense (i) a written appraisals appraisal as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; rely (e) upon Agent’s request, Borrowers shall, at their expenseeach such appraisal being referred to as an “Inventory Appraisal”), no more than two (2) times once in any twelve (12) month period, but (ii) an Inventory Appraisal at any time or times as Agent may request on or after an Event of DefaultDefault and for so long as the same is continuing, deliver or cause and (iii) an Inventory Appraisal, at any time that Excess Availability shall be less than the amount equal to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely$40,000,000; (fe) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory (except for the right of customers to return defective or non-conforming goods in the ordinary course of business consistent with the current practices of Borrower as of the date hereof); (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s 's or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after at any time an Event of DefaultDefault exists or has occurred and is continuing, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s 's request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shallbut so long as no Cash Dominion Event, at their expenseDefault or Event of Default shall exist, no more than two (2) times such appraisals at the cost and expense of Borrowers in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to relycalendar year; (fe) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hf) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory except for the right of return given to customers of such Borrower or Guarantor in the ordinary course of the business of such Borrower or Guarantor in accordance with the then current return policy of such Borrower or Guarantor; (jh) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors shall not, without prior written notice to Agent not acquire or the specific identification of accept any Inventory on consignment or approval unless such Inventory has been specifically identified in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire hereof when required to be included in such report or accept any Inventory on consignment or approvalAgent has otherwise received prior written notice thereof in form and substance satisfactory to Agent.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: Inventory (other than consignment Inventory and supplies): (a) each Borrower and Guarantor Loan Party shall at all times maintain inventory records reasonably satisfactory to the Administrative Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or GuarantorLoan Party’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Loan Parties shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any casei) at any time or times any Agent may request (provided that (x) any Agent shall make such request no more frequently than once in any calendar year and (y) prior to conducting such physical count of the Inventory, such Agent making such request shall consult with the Parent as to the methodology and survey) and (ii) at any time any Agent may request on or after an Event of Default, and in each case promptly following such physical inventory count shall supply any Agent with a report in the form and with such specificity as may be satisfactory to such Agent concerning such physical count; (c) Borrowers and Guarantors the Loan Parties shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of the Administrative Agent and the Collateral Agent, except (i) for sales of Inventory in the ordinary course of its business and except business, (ii) to move Inventory directly from one location set forth on Schedule 7.01(bb) or permitted herein to another such location location, and except (iii) for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor Loan Party which is in transit to the locations set forth or permitted herein; (d) upon the Administrative Agent’s request, the Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as the Administrative Agent may request on or after an Event of Default, deliver or cause to be delivered to the Administrative Agent written appraisals as to the Inventory in form, scope and methodology acceptable to the Administrative Agent and by an appraiser acceptable to the Administrative Agent, addressed to Agent Agents and Lenders and upon which Agent Agents and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Loan Parties shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor Loan Party assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors the Loan Parties shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor Loan Party to repurchase such Inventory; (ji) Borrowers and Guarantors the Loan Parties shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors the Loan Parties shall not, without prior written notice to the Administrative Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative the Borrower to the Administrative Agent pursuant to Section 7.1(a9.03(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory (except that Borrower may sell to Eckerd on terms that allow Eckerd a right of return of up to thirty percent (30%) of such sales in the ordinary course of Borrower's business consistent with Borrower's past practices); (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; (i) Borrower shall immediately notify Lender if Borrower has breached any of the terms of any of its license agreements or if any of its license agreements are terminated; and (kj) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, Agents; keeping correct and accurate records in all material respects itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Agents may request on at any time a Default or after an Event of DefaultDefault exists or has occurred and is continuing, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent Agents at least once each calendar quarter if any such counts are performed within such quarter, or otherwise once each calendar year, with a report in the form and with such specificity as may be reasonably satisfactory to Agent Agents concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentAgents, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, shall deliver or cause to be delivered to Agent Agents copies of written appraisals as to the Inventory in form, scope and methodology acceptable delivered to the ABL Collateral Agent and accompanied by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent a statement that Agents and Lenders are expressly permitted to relyrely thereon; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of as between Agents and Lenders, on the Inventory or one hand, and Borrowers and Guarantors, on the other Collateral constitutes farm products or the proceeds thereof; (h) hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the InventoryInventory (but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party); (ig) as of the date hereof, Borrowers and Guarantors shall do not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory but shall give Agents prior written notice if such practice changes together with such information with respect to the new policy as may reasonably be requested by Agents; (jh) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors shall not, without prior written notice to Agent not acquire or the specific identification of accept any Inventory on consignment or approval unless such Inventory has been specifically identified in a report with respect thereto provided by Administrative Borrower Agent to Agent Agents pursuant to Section 7.1(a) hereof, acquire hereof when required to be included in such report or accept any Inventory on consignment or approvalAgents has otherwise received prior written notice thereof in form and substance reasonably satisfactory to Agents.
Appears in 1 contract
Samples: Loan and Security Agreement (CPG International Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such and Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions theretotherefor; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory either through periodic cycle counts or otherwise at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory (whether pursuant to periodic cycle counting or otherwise) shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than two four (24) times in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders Lender and upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards the requirements of any the insurance maintained by Borrower with respect thereto, and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended amended, the Federal Food, Drug and Cosmetic Act, the Dietary Supplemental Health Education Act, and all rules, regulations and orders related theretoto any of the foregoing); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep Inventory except to the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.extent required by
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Debtor shall at all times maintain inventory records reasonably satisfactory to AgentSecured Party, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or GuarantorDebtor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Debtor shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Secured Party may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Secured Party with a report in the form and with such specificity as may be reasonably satisfactory to Agent Secured Party concerning such physical count; (c) Borrowers and Guarantors Debtor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentSecured Party, except for sales of Inventory in the ordinary course of its Debtor’s business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon AgentSecured Party’s request, Borrowers Debtor shall, at their its expense, no more than two (2) times once in any twelve three (123) month period, but at any time or times as Agent Secured Party may request on or after an Event of Default, deliver or cause to be delivered to Agent Secured Party written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Secured Party and by an appraiser acceptable to AgentSecured Party, addressed to Agent and Lenders and Secured Party or upon which Agent and Lenders are Secured Party is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Debtor shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor Debtor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Debtor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor Debtor to repurchase such Inventory; (jh) Borrowers and Guarantors Debtor shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Debtor shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofSecured Party, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Samples: General Security Agreement (Mad Catz Interactive Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their its expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) except upon prior notice to and written approval by Agent, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Samples: Loan Agreement (Listerhill Total Maintenance Center LLC)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Collateral Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory either through periodic cycle counts or wall-to-wall counts so that all Inventory is covered by such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as any Agent may request on or after an Event of Default, and promptly following such physical inventory shall (whether pursuant to periodic cycle counts or otherwise) shall, to the extent requested, supply Collateral Agent with a report in the form and with such specificity as may be reasonably satisfactory to Collateral Agent concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Collateral Agent, except for sales of Inventory in the ordinary course of its Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for or to return defective, returned or slow moving Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth relevant distribution center or permitted hereindirectly to the supplier for appropriate credit; (d) Borrower shall make all material payments required to be made under leases of premises at which Inventory is located when due, except as specifically reported to Collateral Agent pursuant to Section 7.1 above; (e) upon Collateral Agent’s request, Borrowers Borrower shall, at their its expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as Collateral Agent may reasonably request on or after an Event of Default, deliver or cause to be delivered to Collateral Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Collateral Agent and by an appraiser acceptable to Collateral Agent, addressed to Collateral Agent and Lenders and upon which Collateral Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are is expressly permitted to rely; (f) Borrowers and Guarantors shall produceupon Collateral Agent’s request, useBorrower shall, store and maintain the at its expense, conduct through RGIS Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938Specialists, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory Inc. or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.another inventory
Appears in 1 contract
Samples: Loan and Security Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor each Credit Party shall at all times maintain inventory records reasonably satisfactory to Agentthe Agents, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s 's or Guarantor’s such Credit Party's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Credit Parties shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent the Agents may request on or after an the occurrence and continuation of any Event of Default, and promptly following such physical inventory shall supply Agent the Agents with a report in the form and with such specificity as may be satisfactory to Agent the Agents concerning such physical count; (c) other than Eligible In-Transit Inventory and Eligible Storage Inventory, Borrowers and Guarantors Credit Parties shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Administrative Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor such Credit Party which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Credit Parties shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (ge) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hf) each Borrower and Guarantor each Credit Party assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Credit Parties shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor Credit Party to repurchase such Inventory; (jh) Borrowers and Guarantors Credit Parties shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Credit Parties shall not, without prior written notice to Administrative Agent or the specific identification of such Inventory in a report with respect thereto provided by Borrower Representative to Administrative Borrower to Agent pursuant to Section 7.1(a) 5.2 hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Borrowers shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventoryinventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrowers' business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and prepared by an appraiser reasonably acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes Borrowers assume all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor Borrowers to repurchase such Inventory, unless reported in writing to Lender and except for the customer's right of return with respect to defective or unsatisfactory goods; and (jh) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than two (2) times once in any twelve (12) 12)- month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory (other than guaranteed sales of Inventory in quantities consistent with past practices as disclosed in writing to Lender or as Lender may otherwise expressly approve in writing); (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of DefaultDefault exists or has occurred and is continuing, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as Agent Lender may request on or after when an Event of DefaultDefault exists or has occurred and is continuing, deliver or cause to be delivered to Agent Lender written appraisals reports or Appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to relyInventory; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto)laws; (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment (except for Inventory taken on consignment according to Borrower's existing practice which is segregated and/or clearly marked and identified) or approval.
Appears in 1 contract
Samples: Loan Agreement (Galey & Lord Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its a Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s 's request, Borrowers each Borrower shall, at their its expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors each Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hf) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory except for the right of return given to customers of such Borrower consistent with its current policies as of the date hereof; (jh) Borrowers and Guarantors each Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofAgent, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Debtor shall at all times maintain inventory records reasonably satisfactory to AgentSecured Party, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or GuarantorDebtor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) each Debtor shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Secured Party may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Secured Party with a report in the form and with such specificity as may be reasonably satisfactory to Agent Secured Party concerning such physical count; (c) Borrowers and Guarantors each Debtor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentSecured Party, except for sales of Inventory in the ordinary course of its each Debtor’s business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon AgentSecured Party’s request, Borrowers each Debtor shall, at their its expense, no more than two one (21) times time in any twelve (12) month period, but at any time or times as Agent Secured Party may request on or after an Event of Default, deliver or cause to be delivered to Agent Secured Party written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Secured Party and by an appraiser acceptable to AgentSecured Party, addressed to Agent and Lenders and Secured Party or upon which Agent and Lenders are Secured Party is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors each Debtor shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hf) each Borrower and Guarantor Debtor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors each Debtor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor such Debtor to repurchase such Inventory; (jh) Borrowers and Guarantors each Debtor shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors each Debtor shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofSecured Party, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Borrowers shall at all times maintain inventory Inventory records reasonably satisfactory to AgentAgents, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s Borrowers' cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Agents may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Agents with a report in the form and with such specificity as may be reasonably satisfactory to Agent Agents concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentAgents, except for sales of Inventory in the ordinary course of its Borrowers' business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon either Agent’s 's request, Borrowers shall, at their expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as either Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent Agents written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Agents and by an appraiser acceptable to AgentAgent , addressed to Agent and Lenders and Agents or upon which Agent and Lenders Agents are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws Applicable Law (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes Borrowers assume all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor Borrowers to repurchase such Inventory; (jh) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofAgents, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s 's or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after at any time an Event of DefaultDefault exists or has occurred and is continuing, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinherein and except to return defective or non-conforming Inventory to the manufacturers or vendors thereof; (d) upon Agent’s 's request, Borrowers shall, at their expense, no more less than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.methodology
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agentrecords, consistent with the current practices of Borrower as of the date hereof, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after an Event of DefaultDefault and for so long as the same is continuing, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein, PROVIDED, THAT, Borrower may remove Inventory to any locations not otherwise permitted hereunder so long as the aggregate amount of all of such Inventory at such other locations does not have a Value in excess of $10,000; (d) upon Agent’s request, Borrowers Borrower shall, at their its expense, no more than two one (21) times time in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.or
Appears in 1 contract
Samples: Loan and Security Agreement (Haynes International Inc)
Inventory Covenants. With respect to the Inventory: Inventory (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Inventory and such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions theretotherefor, in each case consistent with the records reviewed by Agent prior to the Original Closing Date; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after during the existence of an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except (i) for sales of Inventory in the ordinary course of its business and except business, (ii) to move Inventory directly from one location set forth or permitted herein to another such location and except location, (iii) for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinherein or (iv) to an outside processor for processing; (d) upon Agent’s request, Borrowers Borrower shall, at their expense, no more than two one (21) times time in any twelve (12) month periodperiod (or twice in any twelve (12) month period in respect of core Inventory), but at any time or times as Agent may request on or after during the existence of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology by an independent appraiser acceptable to Agent and by applying an appraiser acceptable approach to Agentvaluation which is consistent to the approach used in the appraisals of Borrowers’ Inventory prepared for Agent prior to Original Closing Date, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Samples: Loan and Security Agreement (Delco Remy International Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and each Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or any Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers Borrower and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after an Event of DefaultDefault has occurred and is continuing, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers Borrower and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor Guarantors which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, Borrower shall deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.reasonably
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower Obligor shall and Guarantor Parent shall cause each Additional L/C Debtor to at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s Obligors’ cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Obligors shall conduct a physical count of their the Inventory at least once each year, year (at which representatives of Agent may be present) and H&H Electronic shall conduct a physical count of its Inventory at least once each monthsuch time or times as is consistent with current practices, but (in any case) at any time or times as Agent may request on or after an Event of DefaultDefault has occurred and is continuing in accordance with clause (e) below, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors Obligors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except except: (i) for sales of Inventory in the ordinary course of its business and except any Obligor’s business, (ii) to move Inventory directly from one location set forth or permitted herein to another such location and except location, (iii) for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor Obligors which is in transit to the locations set forth or permitted herein, and (iv) in connection with any other transactions or dispositions permitted by this Agreement; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, shall deliver or cause to be delivered to Agent written reports or appraisals as to the Inventory of Obligors in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; provided, that, (i) Borrowers acknowledge and agree that such Inventory reports and appraisals shall be requested by Agent and shall be delivered by Borrowers with at least the Required Frequency and may be requested by Agent and shall be delivered by Borrowers at any time following the occurrence and during the continuance of an Event of Default; and (ii) all such Inventory reports and appraisals shall be at the expense of Borrowers, except for Inventory reports and appraisals in excess of the Required Frequency, provided, that, all such Inventory reports and appraisals shall be at the expense of Borrowers at any time that an Event of Default shall exist or shall have occurred and be continuing; (e) upon Agent’s requestafter the occurrence and during the continuance of an Event of Default, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month periodconduct through RGIS Inventory Specialists, but at any time Inc. or times as Agent may request on or after an Event another inventory counting service reasonably acceptable to Agent, a physical count of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed the results of which shall be reported directly by such inventory counting service to Agent and Lenders Borrowers shall promptly deliver confirmation in a form reasonably satisfactory to Agent (or in a form substantially similar to the confirmation most recently delivered to and upon which accepted by Agent and Lenders are expressly permitted in accordance with this Section) that appropriate adjustments have been made to relythe inventory records of Obligors to reconcile the inventory count to Obligors’ inventory records; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes Obligors assume all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors each Obligor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor Obligors to repurchase such InventoryInventory except for the right of return given to retail customers of Obligors in the ordinary course of the business of Obligors in accordance with the then current return policy of Obligor; (jh) Borrowers and Guarantors Obligors shall keep the Inventory in good and marketable conditioncondition (taken as a whole); and (ki) Borrowers and Guarantors Obligors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, not acquire or accept any Inventory on consignment or approval, except for the sale of lines other than apparel to the extent such Inventory is reported to Agent in accordance with the terms hereof.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory as required by and in accordance with GAAP and Borrower’s own internal controls at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any other reasonable time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers Borrower shall, at their its expense, no more than two one (21) times time in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in material conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the its production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, approval or any other similar basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (ji) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Samples: Loan and Security Agreement (Pacific Ethanol, Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Collateral Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory either through periodic cycle counts or wall-to-wall counts so that all Inventory is covered by such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as any Agent may request on or after an Event of Default, and promptly following such physical inventory shall (whether pursuant to periodic cycle counts or otherwise) shall, to the extent requested, supply Collateral Agent with a report in the form and with such specificity as may be reasonably satisfactory to Collateral Agent concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Collateral Agent, except for sales of Inventory in the ordinary course of its Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for or to return defective, returned or slow moving Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth relevant distribution center or permitted hereindirectly to the supplier for appropriate credit; (d) Borrower shall make all material payments required to be made under leases of premises at which Inventory is located when due, except as specifically reported to Collateral Agent pursuant to Section 7.1 above; (e) upon Collateral Agent’s request, Borrowers Borrower shall, at their its expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as Collateral Agent may reasonably request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.Event
Appears in 1 contract
Samples: Loan and Security Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Samples: Loan and Security Agreement (American Biltrite Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may Lender's request on or after an Event of Default, Borrower shall, at its expense, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower Obligor shall and Guarantor Parent shall cause each Additional L/C Debtor to at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s Obligors’ cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Obligors shall conduct a physical count of their the Inventory at least once each year, year (at which representatives of Agent may be present) and H&H Electronic shall conduct a physical count of its Inventory at least once each monthsuch time or times as is consistent with current practices, but (in any case) at any time or times as Agent may request on or after an Event of DefaultDefault has occurred and is continuing in accordance with clause (e) below, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors Obligors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except except: (i) for sales of Inventory in the ordinary course of its business and except any Obligor’s business, (ii) to move Inventory directly from one location set forth or permitted herein to another such location and except location, (iii) for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor Obligors which is in transit to the locations set forth or permitted herein, and (iv) in connection with any other transactions or dispositions permitted by this Agreement; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, shall deliver or cause to be delivered to Agent written reports or appraisals as to the Inventory of Obligors in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; provided, that, (i) Borrowers acknowledge and agree that such Inventory reports and appraisals shall be requested by Agent and shall be delivered by Borrowers with at least the Required Frequency and may be requested by Agent and shall be delivered by Borrowers at any time following the occurrence and during the continuance of an Event of Default; and (ii) all such Inventory reports and appraisals shall be at the expense of Borrowers, except for Inventory reports and appraisals in excess of the Required Frequency, provided, that, all such Inventory reports and appraisals shall be at the expense of Borrowers at any time that an Event of Default shall exist or shall have occurred and be continuing; (e) upon Agent’s requestafter the occurrence and during the continuance of an Event of Default, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month periodconduct through RGIS Inventory Specialists, but at any time Inc. or times as Agent may request on or after an Event another inventory counting service reasonably acceptable to Agent, a physical count of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed the results of which shall be reported directly by such inventory counting service to Agent and Lenders and upon which Borrowers shall promptly deliver confirmation in a form reasonably satisfactory to Agent and Lenders are expressly permitted that appropriate adjustments have been made to relythe inventory records of Obligors to reconcile the inventory count to Obligors’ inventory records; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes Obligors assume all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors each Obligor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor Obligors to repurchase such InventoryInventory except for the right of return given to retail customers of Obligors in the ordinary course of the business of Obligors in accordance with the then current return policy of Obligor; (jh) Borrowers and Guarantors Obligors shall keep the Inventory in good and marketable conditioncondition (taken as a whole); and (ki) Borrowers and Guarantors Obligors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, not acquire or accept any Inventory on consignment or approval, except for the sale of lines other than apparel to the extent such Inventory is reported to Agent in accordance with the terms hereof.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Borrowers shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such each Borrower’s or Guarantor’s 's cost therefor and daily or weekly withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct (i) a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and (ii) test counts of inventory at any time or times as Lender may request utilizing a third party service therefore designated by Lender, and promptly following such physical inventory and test counts of inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical countcount and test counts; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its a Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers shall, at their expense, no more than two (2) four times in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes Borrowers assume all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) except in the ordinary course of business, and then only on prompt reporting thereof to Lender, Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any a Borrower or Guarantor to repurchase such Inventory; (jh) Borrowers and Guarantors shall keep the Inventory in good and marketable condition, subject to normal deterioration of produce, deli and bakery food products, expired foods, and products with short expiration dates or shelf-life; and (ki) except in the ordinary course of business and then only on prompt reporting thereof to Lender, Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Samples: Loan and Security Agreement (Nutritional Sourcing Corp)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Borrowers shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s Borrowers' cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrowers' business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such a Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s Lender's request, Borrowers shall, at their expense, no more than two (2) times twice in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders Lender and upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.with
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate inventory records itemizing in a manner consistent with its current practices as of the Effective Date (except to the extent of changes in such practices as a result of the establishment of a reliable, consistent and describing accurate perpetual inventory system at the kindRetail Division for pharmacy and non-perishables), type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco shall, or a third party inventory counting service on behalf of Borrowers and H&H Electronic) shall Guarantors shall, conduct a physical count of their the Inventory at least twice each fiscal year as to non-perishable Inventory of the Retail Division (or on and after the establishment of a retail perpetual inventory system for pharmacy or non-perishables at the Retail Division that is satisfactory to Borrowers and Administrative Agent, one (1) time each year with respect to pharmacy and/or non-perishables, as applicable, whether through periodic cycle counts or otherwise) and once each fiscal four (4) week period of Borrowers and Guarantors (determined in accordance with the current accounting practices of Borrowers and Guarantors as of the Effective Date) as to the perishable Inventory of the Retail Division, and at least once each year, and H&H Electronic shall conduct a physical count whether through periodic cycle counts or otherwise, as to the Inventory of its Inventory at least once each monththe Distribution Division, but (in any case) each case at any time or times as Administrative Agent may request on or after an Event of Default, and promptly following any such physical inventory shall supply Administrative Agent with a report in the form and with such specificity as may be reasonably satisfactory to Administrative Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Administrative Agent, except for sales sales, returns or transfers of Inventory in the ordinary course of its business that are reported to Administrative Agent in accordance with the terms hereof and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more (i) not less than one (1) time in any twelve (12) month period, if Excess Availability at all times during such twelve (12) month period is greater than an amount equal to twenty (20%) percent of the Total Borrowing Base, (ii) not less than two (2) times in any twelve (12) month period, but if Excess Availability at any time during such twelve (12) month period is less than or equal to an amount equal to twenty (20%) percent of the Total Borrowing Base and (iii) at any time or times as Administrative Agent may request on or after an Event of DefaultDefault or at Administrative Agent’s own expense, in each case, deliver or cause to be delivered to Administrative Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Administrative Agent and by an appraiser acceptable to Administrative Agent, addressed to Administrative Agent and Lenders and upon which Administrative Agent and Lenders are expressly permitted to rely, provided, that, unless an Event of Default exists or if Excess Availability at such time is less than thirty-five (35%) percent of the Total Borrowing Base, Administrative Agent, at its sole discretion after the request by Xxxxxxxxx, may agree to defer for a period of six months (but not more than two times during the term of this Agreement and not for consecutive six month periods) the delivery of any such appraisal required hereunder; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws in all material respects (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of as between Administrative Agent and Lenders, on the Inventory or one hand, and Borrowers and Guarantors, on the other Collateral constitutes farm products or the proceeds thereof; (h) hand, each 6991691.13 120 Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the InventoryInventory (but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party); (ig) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; except for the right of return given to retail customers of Borrowers in the ordinary course of business and in accordance with the then current return policy of Borrowers; (jh) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (ki) upon Administrative Agent’s request, Borrowers shall, at their expense, conduct through an inventory counting service acceptable to Administrative Agent, a physical count of the Inventory of the Retail Division in form, scope and methodology acceptable to Administrative Agent (but only to the extent that a physical count that is acceptable to Borrowers and Administrative Agent has not been conducted by such inventory counting service within the immediately preceding two fiscal quarters so long as no Default or Event of Default shall exist or have occurred or four (4) fiscal week period of Borrowers and Guarantors (determined in accordance with the current accounting principles of Borrowers and Guarantors as of the Effective Date) at any time a Default or Event of Default shall notexist or have occurred, without prior written notice the results of which shall be reported directly by such inventory counting service to Administrative Agent or and Borrowers shall promptly deliver confirmation to Administrative Agent that appropriate adjustments have been made to the specific identification inventory records of such Inventory in a report with respect thereto provided by Administrative Borrower Borrowers to Agent pursuant reconcile the inventory count to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approvalthe inventory records of Borrowers.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of year in conjunction with its Inventory at least once each monthaudited financial statements for such year required to be delivered to Lender pursuant to Section 9.6(a), but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than two (2) times twice in any twelve (12) month periodcalendar year, and as of dates acceptable to Lender, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent written Lender appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kh) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval; and (i) Borrower shall send Lender a copy of each catalogue, advertisement, or other sales material sent by Borrower to any customers, not later than the time that it is sent to such customers.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor the Borrowers shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such the applicable Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) the Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of DefaultDefault that has occurred and is continuing, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) the Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course Ordinary Course of its business Business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s request, request the Borrowers shall, at their its expense, but no more than two (2) times once in any twelve six (126) month period, but at any time or times as Agent may request on or after an Event of DefaultDefault that has occurred and is continuing, deliver or cause to be delivered to Agent written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Required Lenders and by an appraiser acceptable to AgentRequired Lenders, addressed to Agent and Lenders and or upon which Agent and Lenders are is expressly permitted to rely; (e) upon Agent’s request, the Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes Borrowers assume all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) the Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor the Borrowers to repurchase such Inventory; (jh) the Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (ki) the Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofAgent, acquire or accept any Inventory on consignment or approval.approval and (j) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof
Appears in 1 contract
Samples: Loan Agreement (SMTC Corp)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping in all material respects correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s the cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory of Borrower at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location of Borrower set forth or permitted herein to another such location of Borrower (so long as a Uniform Commercial Code financing statement between Lender, as secured party and except for Borrower, as debtor, covering such Inventory shipped from has previously been recorded in the manufacturer thereof to appropriate governmental offices of the jurisdiction of such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation); (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (ge) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (if) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any such Borrower or Guarantor to repurchase such Inventory; (jg) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (kh) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approvalapproval except in the ordinary course of its business.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Guarantor shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after during the continuance of an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Guarantor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Guarantor's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers Guarantor shall, at their its expense, no more than two (2) times twice in any twelve (12) month period, but at any time or times as Agent Lender may request on or after during the continuance of an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Guarantor shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors Guarantor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors Guarantor shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors Guarantor shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count counts of their the Inventory (excluding Inventory located in retail stores that have not been open for more than twelve (12) months) either through periodic cycle counts or wall to wall counts, so that all Inventory located at distribution centers and retail stores that have been open for more than twelve months is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after upon the occurrence and during the continuance of an Event of Default, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except (i) for sales of Inventory in the ordinary course of its business business, (ii) for sales, returns and except exchanges of Inventory to manufacturers and suppliers in the ordinary course of business; (iii) to move Inventory directly from one location set forth or permitted herein to another such location and except (iv) for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two one (21) times time in any twelve (12) month periodperiod (or more frequently as Agent may determine but not at Borrowers’ expense), but at any time or times as Agent may reasonably request on or after upon the occurrence and during the continuance of an Event of DefaultDefault or if there is a Material Adverse Effect, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, to the extent applicable, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) as between Agent and Secured Parties and Borrowers and Guarantors, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory other than returns and exchanges of Inventory from customers in the ordinary course business of such Borrower or Guarantor consistent with the then current return policy of such Borrower or Guarantor; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approvalapproval except for (x) magazines, stationery and greeting cards, and (y) perishable food stuffs of a de minimus value.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: Inventory (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Inventory and such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions theretotherefor, in each case consistent with the records reviewed by Agent prior to the Original Closing Date; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent or Term Loan Agent may request on or after during the existence of an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except (i) for sales of Inventory in the ordinary course of its business and except business, (ii) to move Inventory directly from one location set forth or permitted herein to another such location and except location, (iii) for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinherein or (iv) to an outside processor for processing; (d) upon Agent’s request, Borrowers Borrower shall, at their expense, no more than two one (21) times time in any twenty-four (24) month period (or once in any twelve (12) month periodperiod in respect of core Inventory), but at any time or times as Agent may request on or after an Event during the existence of Defaulta Trigger Event, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology by an independent appraiser acceptable to Agent and by applying an appraiser acceptable approach to Agentvaluation which is consistent to the approach used in the appraisals of Borrowers’ Inventory prepared for Agent prior to Original Closing Date, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Samples: Loan and Security Agreement (Remy International, Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor therefor, the Retail Sales Price thereof (including markdowns with respect thereto) and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a complete physical count of their the Inventory at least a minimum of once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, every twelve (12) months but (in any case) at any time or times as Agent Lender may request on or after upon the occurrence and during the continuance an Event of Default, and promptly following such physical inventory count shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted hereinherein in excess of Two Hundred Fifty Thousand Dollars ($250,000) during any twelve month period, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as Agent Lender may request on or after upon the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent and Lender by an appraiser acceptable Gordon Brothers Partners, Inc. or by any other xxxxxxxxx xxxxxtable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to relyrely (with the understanding that Lender may revise the definition of "Eligible Inventory" hereunder or establish Availability Reserves as Lender may deem advisable in its sole discretion based upon the results of such updated appraisals); (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory with the exception of Inventory sold in the ordinary course of Borrower's business subject to Borrower's normal and customary return policy; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approvalapproval except as set forth on Schedule 7.3(i) hereto.
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Inventory Covenants. With respect to the Eligible Inventory: (a) each Borrower and Guarantor the Borrowers shall at all times maintain inventory records reasonably satisfactory to the Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Eligible Inventory, such Borrower’s or Guarantor’s cost the Borrowers' costs therefor and daily monthly withdrawals therefrom and additions thereto; (b) the Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Eligible Inventory at least once each every fiscal year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent the Lenders may request requests on or after an Event of DefaultDefault occurs and is continuing, and promptly following such physical inventory shall supply the Agent with a report in the form and with such specificity as may be reasonably satisfactory to the Agent concerning such physical count; (c) the Borrowers and Guarantors shall not remove any Eligible Inventory from the locations set forth or permitted herein, without the prior written consent of Agentthe Lenders, except for sales of Eligible Inventory in the ordinary course of its the Borrowers' business and except to move Eligible Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s request, the Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory monthly Eligible Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto)laws; (ge) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes Borrowers assume all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Eligible Inventory; (if) the Borrowers and Guarantors shall not sell Eligible Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor the Borrowers to repurchase such Eligible Inventory; and (jg) the Borrowers and Guarantors shall keep the Eligible Inventory in good and marketable condition. The Borrowers agree that, at the Borrowers' expense and upon request of the Lenders, a third party appraisal firm may be engaged to conduct an appraisal of the Borrower's Inventory. The Borrowers agree to cooperate with any such appraisal firm in connection therewith; and (k) Borrowers and Guarantors provided, that such third party appraisal firm shall not, without prior written notice sign a confidentiality agreement reasonably acceptable to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approvalBorrowers.
Appears in 1 contract
Samples: Revolving Credit Agreement (Memc Electronic Materials Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Lenders and Lenders' Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors with respect to Inventory counting (other than Sumco and H&H Electronici) shall conduct a physical count of their Inventory at least once each year, and H&H Electronic Borrower shall conduct a physical count of its Inventory at least once each monthyear, but unless such Borrower's cycle counts of Inventory during such year are reasonably acceptable to Lender as to scope, methodology and frequency and are at least ninety-five (in any case95%) percent accurate when compared with such Borrower's Inventory accounting records, (ii) Borrowers shall conduct a physical inventory at any time or times as Lenders' Agent may request on or after and during the continuance of an Event of Default, and (iii) promptly following such physical inventory or each cycle count, upon request by Lenders' Agent, each Borrower shall supply Lenders' Agent with a report in the form and with such specificity as may be reasonably satisfactory to Lenders' Agent and Lenders concerning such physical count or cycle count; (c) Borrowers and Guarantors no Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lenders' Agent, except for sales of Inventory in the ordinary course of its such Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon request by Lenders' Agent’s request, Borrowers each Borrower shall, at their its expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as Lenders' Agent or either Lender may request on or after and during the continuance of an Event of Default, deliver or cause to be delivered to Lenders' Agent written reports of appraisals as to the Inventory in form, scope and methodology acceptable to Lenders' Agent and by an appraiser acceptable to AgentLenders, addressed to Lenders' Agent and Lenders and or upon which Lenders' Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors each Borrower shall produce, use, store and maintain the Inventory its Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended amended, and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hf) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the its Inventory; (ig) Borrowers and Guarantors no Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory, except in the ordinary course of business in accordance with past practices or policies previously disclosed in writing to Lenders' Agent; (jh) Borrowers and Guarantors each Borrower shall keep the its Inventory in good and marketable conditionsaleable condition except for Inventory, separately reported to Lender, as to which it is commercially uneconomical to do so or which is obsolete (all Inventory so reported to be excluded from Eligible Inventory); and (ki) Borrowers and Guarantors shall notno Borrower shall, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLenders' Agent, acquire or accept any Inventory on consignment or approval, except if the acquisition or acceptance of any such Inventory so acquired is separately reported in writing to Lenders' Agent upon receipt thereof by such Borrower, and provided such Inventory is readily identifiable or is segregated from other Inventory (but Lenders' Agent may, in its discretion, establish Availability Reserves to cover possible claims by the consignor as to such consigned Inventory or the products or the proceeds thereof).
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Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after upon the occurrence and during the continuance of an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two three (23) times in any twelve (12) month period, but at any time or times as Agent may request on or after upon the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory (other than the return of defective Inventory in the ordinary course of business); (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval; (k) within sixty (60) days following the date hereof, Borrowers shall, at Lenders’ expense, deliver or cause to be delivered to Agent a written appraisal as to the Inventory consisting of raw materials in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lender and upon which Agent and Lenders are expressly permitted to rely; (l) each Borrower shall promptly notify Agent in writing if any supplier or other creditor of such Borrower imposes any retention of title provisions with respect to any supply arrangements with such Borrower; (m) notwithstanding anything to the contrary contained in this Agreement or the other Financing Agreements, UK Borrower does not and will not maintain or store any of its Inventory in the Dutch Warehouse at any time; and (n) no Affiliate of US Borrower maintains or stores, or will maintain or store, any inventory in the Dutch Warehouse except that Mackie Designs (Italy) S.p.A. may maintain or store inventory consisting of finished goods in the Dutch Warehouse so long such inventory of Mackie Designs (Italy) S.p.A. is packaged in a manner that makes such inventory separately identifiable from the inventory of US Borrower.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s 's request, Borrowers Borrower shall, at their its expense, no more than two three (23) times in any twelve (12) month period; but at any time or times as Agent may request at Agent's expense, or at any time or times as Agent may request at Borrower's expense on or after an Event of Default, deliver or cause to be delivered to Agent written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent or upon which Agent is expressly permitted to rely; (e) upon Agent's request, Borrower shall, at its expense, conduct through RGIS Inventory Specialists, Inc. or another inventory counting service acceptable to Agent, a physical count of the Inventory in form, scope and methodology acceptable to Agent no more than once in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event in the event of Defaulttest count variances in excess of the shrinkage reserve established by Borrower, deliver or cause to the results of which shall be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable reported directly by such inventory counting service to Agent and by an assayer acceptable to Agent, addressed Borrower shall promptly deliver confirmation in a form satisfactory to Agent and Lenders and upon which Agent and Lenders are expressly permitted that appropriate adjustments have been made to relythe inventory records of Borrower to reconcile the inventory count to Borrower's inventory records; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.the
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s 's request, Borrowers Borrower shall, at their its expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory except for the right of return given to customers of Borrower consistent with its current policies as of the date hereof; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent Lender pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval. In addition to, and not in limitation of, anything to the contrary contained herein, Agent shall have the right to request the delivery to Agent of all documents, invoices and bills of lading relating to any in-transit Inventory.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Parent shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s Parent's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers at Lender's request but no more than once a year if no Event of Default exists or has occurred and Guarantors (other than Sumco and H&H Electronic) is continuing or, if Revolving Loans are outstanding, upon Lender's reasonable request from time to time Parent shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers upon Lender's request but no more than once a year if no Event of Default exists or has occurred and Guarantors is continuing, or, if Revolving Loans are outstanding, upon Lender's reasonable request from time to time Parent shall, at its expense, deliver or cause to be delivered to Lender appraisals as to the Inventory in form, scope and methodology satisfactory to the Lender and from an appraiser satisfactory to the Lender and addressed to Lender or upon which Lender is expressly permitted to rely; (d) Parent shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Parent's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to relylocation; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Parent shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor Parent assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Parent shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Parent Borrower or Guarantor to repurchase such InventoryInventory other than pursuant to Parent's standard warranty provisions; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Parent shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Samples: Loan and Security Agreement (Ultralife Batteries Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s the cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) each Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors each Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its such Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such each Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s Lender's request, Borrowers shall, at their expense, no more than two four (24) times in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent Lender and by an appraiser reasonably acceptable to AgentLender, addressed to Agent and Lenders Lender and upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors each Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hf) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors each Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory, except (i) for the right of return given by Borrowers to its customers in the ordinary course of business consistent with the current practices of Borrowers as of the date hereof; and (ii) sales to customers on consignment in the ordinary course of business of such Borrower consistent with the current practices of Borrowers in effect on the date hereof, provided, that, (A) a report of such Inventory is provided by Borrowers to Lender pursuant to Section 7.1 hereof and (B) in no event shall the aggregate dollar amount of all such Inventory so sold exceed $2,500,000 at any time; (jh) Borrowers and Guarantors each Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors each Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, not acquire or accept any Inventory on consignment or approvalapproval without including such Inventory in a report of such Inventory provided by Borrowers to Lender pursuant to Section 7.1 hereof.
Appears in 1 contract
Samples: Loan and Security Agreement (Pep Boys Manny Moe & Jack)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Guarantor shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Guarantor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Guarantor's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers Guarantor shall, at their its expense, no more than two four (24) times in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Guarantor shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers except in the ordinary course of business and Guarantors then only on prompt reporting thereof to Lender Guarantor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (jh) Borrowers and Guarantors Guarantor shall keep the Inventory in good and marketable condition, subject to normal deterioration of produce, deli and bakery food products, expired foods, and products with short expiration dates or shelf - life; and (ki) Borrowers except in the ordinary course of business and Guarantors then only on prompt report thereof to Lender, Guarantor shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Samples: Guarantor General Security Agreement (Nutritional Sourcing Corp)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Borrowers shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s Borrowers' cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its a Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) at least annually, and at such other times upon Agent’s Lender's request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender (which shall include a determination of the Orderly Liquidation Value of such Inventory) and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes Borrowers assume all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.or
Appears in 1 contract
Inventory Covenants. With respect to the InventoryInventory of any Borrower Party that is included by the Borrower Representative as Eligible Inventory or Eligible Machinery-in-Process in the calculation of the Borrowing Base: (a) each such Borrower and Guarantor Party shall at all times maintain inventory records reasonably satisfactory to AgentAgent (it being acknowledged that Agent is not aware of any inventory records that are not reasonably satisfactory), keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of such Inventory, such Borrower’s or GuarantorBorrower Party’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) such Borrower Parties shall conduct a physical count of their such Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Defaultreasonably request, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical countcount (it being acknowledged that Agent is not aware of any current practices that are not reasonably satisfactory); (c) Borrowers and Guarantors such Borrower Parties shall not remove any such Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of such Inventory in the ordinary course of its business and except to move such Inventory directly from one location set forth or permitted herein to another such location and except for such Inventory shipped from the manufacturer thereof to such Borrower or Guarantor Party which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers the Borrower Parties shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the such Inventory in form, scope and methodology reasonably acceptable to Agent (and consistent with the methodology used by Continental Plants) by Continental Plants or an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors such Borrower Parties shall produce, use, store and maintain the such Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the such Inventory or other Collateral constitutes shall constitute farm products or the proceeds thereof; (hg) each such Borrower and Guarantor Party assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the such Inventory; (ih) Borrowers and Guarantors such Borrower Parties shall not sell such Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any such Borrower or Guarantor Party to repurchase such InventoryInventory (unless such Inventory may be returned only if it is not damaged and is resalable in the normal course of business); (ji) Borrowers and Guarantors such Borrower Parties shall keep the such Inventory in good and marketable condition; and (kj) Borrowers and Guarantors such Borrower Parties shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower Representative to Agent pursuant to Section 7.1(aparagraph (a) of Annex F hereof, acquire or accept any such Inventory on consignment or approvalapproval outside the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Milacron Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory either through periodic cycle counts or wall to wall counts so that at least ninety-five (95%) of all Inventory is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year during the term hereof but (in any case) at any time or times as Agent Lender may request on or after an Event of DefaultDefault and for so long as the same is continuing, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon AgentLender’s request, Borrowers shall, (i) at their expense, no more than two (2) times in any twelve (12) month period, but (ii) at their expense one (1) additional time at any time that Excess Availability is less than $10,000,000, (iii) at Lender’s expense, two (2) further additional times, as Lender may request in such twelve (12) month period and (iv) at any time or times at Borrowers’ expense as Agent Lender may request on if a Default or after an Event of DefaultDefault shall exist or have occurred and be continuing, deliver or cause to be delivered to Agent Lender written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent Lender and by an appraiser reasonably acceptable to AgentLender, addressed to Agent and Lenders Lender and upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory, except for the right to return given to customers of Borrowers in the ordinary course of the business of Borrowers in accordance with the then current return policy of Borrowers; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable conditioncondition (subject to Borrowers’ normal reserves for damaged and defective Inventory); and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent Lender or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent Lender pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s 's request, Borrowers Borrower shall, at their its expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory except for the right of return given to customers of Borrower consistent with its current policies as of the date hereof; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofAgent, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after during the continuance of an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than two (2) times twice in any twelve (12) month period, but at any time or times as Agent Lender may request on or after during the continuance of an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely, and if Lender wishes appraisals of the Inventory other than those referred to above, Lender may cause the same to be done at its expense, and Borrower shall cooperate in connection therewith; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: Inventory (other than consignment Inventory and supplies): (a) each Borrower and Guarantor Loan Party shall at all times maintain inventory records reasonably satisfactory to the Administrative Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s Loan Party's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Loan Parties shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any casei) at any time or times as any Agent may request (provided that any Agent shall make such a request no more frequently than once in any calendar year) and (ii) at any time any Agent may request on or after an Event of Default, and in each case promptly following such physical inventory count shall supply any Agent with a report in the form and with such specificity as may be satisfactory to such Agent concerning such physical count; (c) Borrowers and Guarantors the Loan Parties shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of the Administrative Agent and the Collateral Agent, except (i) for sales of Inventory in the ordinary course of its business and except business, (ii) to move Inventory directly from one location set forth or permitted herein to another such location location, and except (iii) for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor Loan Party which is in transit to the locations set forth or permitted herein; (d) upon the Administrative Agent’s 's request, Borrowers the Borrower shall, at their its expense, no more than two (2) times in any twelve (12) month period, but at any time or times as the Administrative Agent may request on or after an Event of Default, deliver or cause to be delivered to the Administrative Agent written appraisals as to the Inventory in form, scope and methodology acceptable to the Administrative Agent and by an appraiser acceptable to the Administrative Agent, addressed to Agent Agents and Lenders and upon which Agent Agents and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Loan Parties shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor Loan Party assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors the Loan Parties shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor Loan Party to repurchase such Inventory; (ji) Borrowers and Guarantors the Loan Parties shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors the Loan Parties shall not, without prior written notice to the Administrative Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative the Borrower to the Administrative Agent pursuant to Section 7.1(a9.03(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory either through periodic cycle counts or otherwise at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory (whether pursuant to periodic cycle counts or otherwise) shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the Table of Contents locations set forth or permitted herein; (d) upon Agent’s request, Borrowers Borrower shall, at their its expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (ji) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval. In addition to the foregoing, in the event that the Borrower, at any time, has Inventory on consignment having a value in excess of $1,000,000 in the aggregate, Borrower, at the request of Agent, shall obtain consignee waivers, which shall be in form and substance satisfactory to Agent, from any consignee in possession or control of Inventory having a value in excess of $300,000.
Appears in 1 contract
Samples: Loan and Security Agreement (Reptron Electronics Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower's cost for such Borrower’s or Guarantor’s cost therefor Inventory and daily withdrawals therefrom from and additions theretoto Inventory; (b) Borrowers and Guarantors (Borrower shall cause, at Borrower's expense, RGIS or such other than Sumco and H&H Electronic) shall third party firm acceptable to Lender to conduct a complete physical count of their the Inventory at least a minimum of once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, every twelve (12) months but (in any case) at any time or times as Agent Lender may request on or after upon the occurrence of an Event of Default, and promptly following such physical inventory count such firm shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and returns authorized pursuant to Subsection 7.3(j) of this Agreement, and except to move Inventory directly from one location set forth or permitted herein to another such location location, including without limitation, a third party return processing facility with respect to which Lender has received a bailee waiver in form and except for Inventory shipped from the manufacturer thereof substance satisfactory to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; Lender, (d) upon Agent’s Lender's request, Borrowers shallBorrower shall deliver or cause to be delivered to Lender written reports or appraisals as to the Inventory in form and scope acceptable to Lender by an appraiser acceptable to Lender, and conducted on a basis consistent with the appraisal of the BGA Consulting, a division of the Buxbxxx Xxxup dated September 8, 1998, addressed to Lender or upon which Lender is expressly permitted to rely, provided that Borrower shall be required to provide such reports or appraisals at their expense, Borrower's own expense no more than two (2) times twice in any twelve (12) month periodperiod so long as no Event of Default has occurred, but or at any time or times as Agent Lender may request on or after upon the occurrence of an Event of Default, deliver or cause to be delivered to Agent written appraisals and at any time as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to relyLender may request at Lender's expense; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles entities the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory with the exception of Inventory sold in the ordinary course of Borrower's business subject to Borrower's normal and customary return policy; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approvalapproval with an aggregate value in excess of Five Million Dollars ($5,000,000) Borrower shall not report any Inventory held on consignment or approval as Eligible Inventory, and Borrower shall maintain sufficient records and provide sufficient information to Lender and any appraiser acting pursuant to Section 7.3(d) so that goods held on consignment or approval will be excluded from any appraisal or physical audit of Inventory; (j) Borrower may return Inventory to vendors of such Inventory pursuant to normal returns policies free and clear of Lender's lien; provided, however that upon an Event of Default, Borrower shall not return any Inventory to vendors of such Inventory without Lender's prior written consent; and (k) Borrower shall not convert more than Five Thousand Dollars ($5,000) of Inventory in any month to Rental Merchandise without five (5) Business Days' prior written notice to Lender in order that Lender may exclude such Inventory from Eligible Inventory in calculating the amount of Revolving Loans available to Borrower hereunder.
Appears in 1 contract
Samples: Loan and Security Agreement (Wherehouse Entertainment Inc /New/)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Debtor shall at all times maintain inventory records reasonably satisfactory to AgentSecured Party, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or GuarantorDebtor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) each Debtor shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Secured Party may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Secured Party with a report in the form and with such specificity as may be reasonably satisfactory to Agent Secured Party concerning such physical count; (c) Borrowers and Guarantors each Debtor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentSecured Party, except for sales of Inventory in the ordinary course of its each Debtor’s business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon AgentSecured Party’s request, Borrowers each Debtor shall, at their its expense, no more than two one (21) times time in any twelve (12) month period, but at any time or times as Agent Secured Party may request on or after an Event of Default, deliver or cause to be delivered to Agent Secured Party written reports or appraisals as to the Inventory in form, scope and methodology US OBLIGORS GSA acceptable to Agent Secured Party and by an appraiser acceptable to AgentSecured Party, addressed to Agent and Lenders and Secured Party or upon which Agent and Lenders are Secured Party is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors each Debtor shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hf) each Borrower and Guarantor Debtor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors each Debtor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor such Debtor to repurchase such Inventory; (jh) Borrowers and Guarantors each Debtor shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors each Debtor shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofSecured Party, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the InventoryInventory of any Domestic Loan Party that is included by the Borrowers as Eligible Inventory in the calculation of the Borrowing Base: (a) each Borrower and Guarantor such Loan Party shall at all times maintain inventory records reasonably satisfactory to the Administrative Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of such Inventory, such Borrower’s or Guarantor’s Loan Party's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) such Loan Parties shall conduct a physical count of their such the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as the Administrative Agent may request on or after an Event of Defaultreasonably request, and promptly following such physical inventory shall supply the Administrative Agent with a report in the form and with such specificity as may be reasonably satisfactory to the Administrative Agent concerning such physical count; (c) Borrowers and Guarantors such Loan Parties shall not remove any such Inventory from the locations set forth or permitted herein, without the prior written consent of the Administrative Agent, except for sales of such Inventory in the ordinary course of its business and except to move such Inventory directly from one location set forth or permitted herein to another such location and except for such Inventory shipped from the manufacturer thereof to such Borrower or Guarantor Loan Party which is in transit to the locations set forth or permitted herein; (d) upon the Administrative Agent’s 's request, the Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to the Administrative Agent written appraisals as to the such Inventory in form, scope and methodology reasonably acceptable to the Administrative Agent (and consistent with the methodology used by Hilco) by Hilco or an appraiser reasonably acceptable to the Administrative Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors such Loan Parties shall produce, use, store and maintain the such Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the such Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor such Loan Party assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the such Inventory; (ih) Borrowers and Guarantors such Loan Parties shall not sell such Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor such Loan Party to repurchase such InventoryInventory (unless such Inventory may be returned only if it is not damaged and is resalable in the normal course of business); (ji) Borrowers and Guarantors such Loan Parties shall keep the such Inventory in good and marketable condition; and (kj) Borrowers and Guarantors such Loan Parties shall not, without prior written notice to the Administrative Agent or the specific identification of such Inventory in a report with respect thereto provided by the Administrative Borrower to the Administrative Agent pursuant to Section 7.1(a8.05(a) hereof, acquire or accept any such Inventory on consignment or approval.
Appears in 1 contract
Samples: Financing Agreement (Milacron Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Operating Company shall at all times maintain inventory records reasonably satisfactory to Agentconsistent with industry norms, keeping correct and accurate records itemizing and describing the kind, F#116541 Second Amended & Restated Loan Agreement C#34357 type, quality and quantity of Inventory, such Borrower’s or GuarantorOperating Company’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (neither Operating Company shall store any material Inventory other than Sumco and H&H Electronic) shall conduct a physical count of their Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted hereinout in the Information Certificate, without providing written notice to the prior written consent of Administrative Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly moved from one location set forth in the Information Certificate or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (dc) upon Agent’s request, Borrowers each Operating Company shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any upon reasonable request from time or times as Agent may request on or after an Event of Defaultto time by the Administrative Agent, deliver or cause to be delivered to the Administrative Agent written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent the Administrative Agent, acting reasonably, and by an appraiser acceptable to the Administrative Agent, acting reasonably, addressed to the Administrative Agent or upon which the Administrative Agent and Lenders and upon which Agent and the Lenders are expressly permitted to rely; provided that: (ei) upon Agentany such appraisal requested while there exists an Event of Default shall be at Borrower’s requestexpense; (ii) if no Event of Default exists at the time of an audit, Borrowers shall, at their expense, no neither Operating Company shall be responsible for the cost of more than one (increasing to two (2during any period a Trigger Event is continuing) times appraisal in any twelve (12) month periodperiod (provided that Lender waives the requirement for such appraisal should Excess Availability remain in excess of $50,000,000 as at the Borrower’s month-end borrowing base report for each of the prior twelve (12) months); and (iii) additional appraisals may be required from time to time, but at any time or times as Agent may request on or after no more frequently than semi-annually upon approval of all Lenders acting reasonably and upon reasonable prior notice to the Borrower, which shall be, absent the continuance of an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to relyat Lenders’ expense; (fd) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in material conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto)Applicable Law; (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (he) each Borrower and Guarantor Operating Company assumes all responsibility and liability arising from or relating to the such Operating Company’s production, use, sale or other disposition of the Inventory; (if) Borrowers and Guarantors neither Operating Company shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor such Operating Company to repurchase such InventoryInventory (other than in accordance with such Operating Company’s ordinary course return policy and general market practice); (jg) Borrowers and Guarantors each Operating Company shall keep the Inventory in good and marketable condition; and (kh) Borrowers and Guarantors each Operating Company shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofAgent, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Samples: Loan Agreement (Andersons, Inc.)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Loan Party shall at all times maintain inventory records reasonably satisfactory to Administrative Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or GuarantorLoan Party’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Loan Parties shall conduct a physical count of their the Inventory at least once four times each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as reasonably required by this Agreement or as the Administrative Agent may request on or after a Default or an Event of Default, and promptly following such physical inventory shall supply the Administrative Agent with a report in the form and with such specificity as may be reasonably satisfactory to the Administrative Agent concerning such physical count; (c) Borrowers and Guarantors Loan Parties shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Administrative Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor Loan Party which is in transit to the locations set forth or permitted herein; (d) upon Administrative Agent’s request, Borrowers Loan Parties shall, at their expense, no more than two (2) four times in any twelve (12) -month period, but at any time or times as Administrative Agent may request on or after an Event of Default, deliver or cause to be delivered to Administrative Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Administrative Agent and by an appraiser reasonably acceptable to Administrative Agent, addressed to Agent Agents and Lenders and upon which Agent Agents and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Loan Parties shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor Loan Party assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors Loan Parties shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor Loan Party to repurchase such Inventory; (ji) Borrowers and Guarantors Loan Parties shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors Loan Parties shall not, without prior written notice to Administrative Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative the Borrower to Administrative Agent pursuant to Section 7.1(a8.05(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Borrowers shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such each Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrowers' business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers shall, at their expense, no more than two (2) times twice in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (j) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (k) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.all
Appears in 1 contract
Samples: Loan and Security Agreement (Alpha Technologies Group Inc)
Inventory Covenants. With respect to the InventoryInventory of any Borrower Party that is included by the Borrower Representative as Eligible Inventory or Eligible Machinery-in-Process in the calculation of the Borrowing Base: (a) each such Borrower and Guarantor Party shall at all times maintain inventory records reasonably satisfactory to AgentAgent (it being acknowledged that Agent is not aware of any inventory records that are not reasonably satisfactory), keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of such Inventory, such Borrower’s or GuarantorBorrower Party’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) such Borrower Parties shall conduct a physical count of their such Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Defaultreasonably request, and promptly following such physical inventory shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical countcount (it being acknowledged that Agent is not aware of any current practices that are not reasonably satisfactory); (c) Borrowers and Guarantors such Borrower Parties shall not remove any such Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of such Inventory in the ordinary course of its business and except to move such Inventory directly from one location set forth or permitted herein to another such location and except for such Inventory shipped from the LEGAL_US_E # 82813718.8 manufacturer thereof to such Borrower or Guarantor Party which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers the Borrower Parties shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the such Inventory in form, scope and methodology reasonably acceptable to Agent (and consistent with the methodology used by Continental Plants) by Continental Plants or an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors such Borrower Parties shall produce, use, store and maintain the such Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the such Inventory or other Collateral constitutes shall constitute farm products or the proceeds thereof; (hg) each such Borrower and Guarantor Party assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the such Inventory; (ih) Borrowers and Guarantors such Borrower Parties shall not sell such Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any such Borrower or Guarantor Party to repurchase such InventoryInventory (unless such Inventory may be returned only if it is not damaged and is resalable in the normal course of business); (ji) Borrowers and Guarantors such Borrower Parties shall keep the such Inventory in good and marketable condition; and (kj) Borrowers and Guarantors such Borrower Parties shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower Representative to Agent pursuant to Section 7.1(aparagraph (a) of Annex F hereof, acquire or accept any such Inventory on consignment or approvalapproval outside the ordinary course of business.
Appears in 1 contract
Samples: Credit Agreement (Milacron Inc)
Inventory Covenants. With respect to the Inventory: Inventory (other than Inventory that is an Excluded Asset): (a) each Borrower and Guarantor Debtor shall at all times maintain inventory records reasonably satisfactory to Collateral Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of such Inventory, such Borrower’s or GuarantorDebtor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) each Debtor shall conduct a physical count of their such Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Collateral Agent may reasonably request (but not more than once per year) on or after an Event of Default, and promptly following such physical inventory shall supply Collateral Agent with a report in the form and with such specificity as may be reasonably satisfactory to Collateral Agent concerning such physical count; (c) Borrowers and Guarantors no Debtor shall not remove any such Inventory from the locations set forth or permitted herein, without the prior written consent of Perfection Agent, except for sales and movement or transport of such Inventory in the ordinary course of its such Debtor’s business and except to move such Inventory directly from one location set forth or of permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors each Debtor shall produce, use, store and maintain the Inventory such Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (he) each Borrower and Guarantor Debtor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the such Inventory; (if) Borrowers and Guarantors no Debtor shall not sell such Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor such, Debtor to repurchase such InventoryInventory (other than in the ordinary course of business consistent with past practices); (jg) Borrowers and Guarantors each Debtor shall keep the such Inventory in good and marketable condition; and (kh) Borrowers and Guarantors shall notno Debtor shall, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofCollateral Agent, acquire or accept any such Inventory on consignment or approvalapproval (other than in the ordinary course of business consistent with past practices).
Appears in 1 contract
Samples: Security Agreement (Atlantic Express Transportation Corp)
Inventory Covenants. With respect to the Inventory: (a) each Canadian Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Canadian Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Canadian Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent and Tranche B Agent with a report in the form and with such specificity as may be satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors Canadian Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its Canadian Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s and Tranche B Agent’s request, Borrowers Canadian Borrower shall, at their its expense, but no more than two (2) times once in any twelve six (126) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent and Tranche B Agent written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Required Lenders and by an appraiser acceptable to AgentRequired Lenders, addressed to Agent and Lenders and or upon which Agent and Lenders are is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Canadian Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto)laws; (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Canadian Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Canadian Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Canadian Borrower or Guarantor to repurchase such Inventory; (jh) Borrowers and Guarantors Canadian Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Canadian Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofand Tranche B Agent, acquire or accept any Inventory on consignment or approvalapproval and (j) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof.
Appears in 1 contract
Samples: Canadian Loan Agreement (SMTC Corp)
Inventory Covenants. With respect to the Inventory, if any: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentSecured Party, keeping in all material respects correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s the cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory of Borrower at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Secured Party may request on or after an Event of DefaultDefault and for so long as the same is continuing, and promptly following such physical inventory shall supply Agent Secured Party with a report in the form and with such specificity as may be reasonably satisfactory to Agent Secured Party concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentSecured Party, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or of Borrower permitted herein under the Loan Agreement to another such location and except for to discard obsolete Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth Inventory damaged or permitted hereindestroyed by casualty; (d) upon Agent’s Secured Party's request, Borrowers Borrower shall, at their its expense, no more than two (2) times twice in any twelve (12) month period, but at any time or times as Agent Secured Party may request on or after an Event of DefaultDefault and for so long as the same is continuing, deliver or cause to be delivered to Agent Secured Party written reports or appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent Secured Party and by an appraiser with experience in the appraising of rubber and rubber related assets, acceptable to AgentSecured Party, addressed to Agent and Lenders Secured Party, and upon which Agent and Lenders are Secured Party is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each as between Secured Party and Borrower, Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory (except in the ordinary course of business in accordance with the customary practices of Borrower as of the date hereof); (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable conditioncondition in all material respects (other than obsolete Inventory or Inventory lost or damaged by any casualty or similar event); and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofSecured Party, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count counts of their the Inventory (excluding Inventory located in retail stores that have not been open for more than twelve (12) months) either through periodic cycle counts or wall to wall counts, so that all Inventory located at distribution centers and retail stores that have been open for more than twelve months is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent may request on or after upon the occurrence and during the continuance of an Event of Default, and promptly following such physical inventory counts of the Inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except (i) for sales of Inventory in the ordinary course of its business business, (ii) for sales, returns and except exchanges of Inventory to manufacturers and suppliers in the ordinary course of business; (iii) to move Inventory directly from one location set forth or permitted herein to another such permitted location and except (iv) for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month periodperiod (or more frequently as Agent may determine but not at Borrowers’ expense), but at any time or times as Agent may reasonably request on or after upon the occurrence and during the continuance of an Event of DefaultDefault or if there is a Material Adverse Effect (at Borrowers’ sole expense), deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; provided, however, that at all times Average Excess Availability is greater than fifty percent (50%) of the Commitments for the prior twelve month period prior to such request, only one such appraisal shall be at the sole expense of Borrowers and Guarantors; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, to the extent applicable, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) as between Agent and Secured Parties and Borrowers and Guarantors, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory other than returns and exchanges of Inventory from customers in the ordinary course business of such Borrower or Guarantor consistent with the then current return policy of such Borrower or Guarantor; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approvalapproval except for (x) magazines, stationery and greeting cards, and (y) perishable food stuffs of a de minimus value.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor Borrowers shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such each Borrower’s or Guarantor’s 's cost therefor and daily or weekly withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct (i) a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and (ii) test counts of inventory at any time or times as Lender may request utilizing a third party service therefore designated by Lender, and promptly following such physical inventory and test counts of inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical countcount and test counts; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its a Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers shall, at their expense, no more than two (2) four times in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes Borrowers assume all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) except in the ordinary course of business, and then only on prompt reporting thereof to Lender, Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any a Borrower or Guarantor to repurchase such Inventory; (jh) Borrowers and Guarantors shall keep the Inventory in good and marketable condition, subject to normal deterioration of produce, deli and bakery food products, expired foods, and products with short expiration dates or shelf - life; and (ki) except in the ordinary course of business and then only on prompt reporting thereof to Lender, Borrowers and Guarantors shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Samples: Loan and Security Agreement (Nutritional Sourcing Corp)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s 's or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s Lender's request, Borrowers shall, at their expense, no more than one (1) time in any twelve (12) month period (provided, that if the aggregate amount of the component of the Borrowing Base based on Eligible Inventory at any time exceeds $5,000,000, two (2) times in any twelve (12) month period), but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders Lender and upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent Lender or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower Agent to Agent Lender pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor ------------------- shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrower's business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including including, but not limited to, the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s 's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) Borrower shall conduct a physical count of their the Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Agent Lender with a report in the form and with such specificity as may be reasonably satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its Borrowers business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted hereinlocation; (d) upon Agent’s Lender's request, Borrowers Borrower shall, at their its expense, no more than two (2) times once in any twelve (12) month period, but at any time or times as Agent Lender may request on or after an Event of Default, deliver or cause to be delivered to Agent Lender written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders and Lender or upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors Borrower shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance in all material respects with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ig) Borrowers and Guarantors Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (jh) Borrowers and Guarantors Borrower shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors Borrower shall not, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent pursuant to Section 7.1(a) hereofLender, acquire or accept any Inventory on consignment or approval."
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records in all material respects itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as Agent may request on at any time a Default or after an Event of DefaultDefault exists or has occurred and is continuing, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent at least once each calendar quarter if any such counts are performed within such quarter, or otherwise once each calendar year, with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more than two one (21) times time in any twelve (12) month period, or up to one (1) additional time in such twelve (12) month period upon Agent’s request, but at any time or times at their expense as Agent may request on if a Default or after an Event of DefaultDefault shall exist or have occurred and be continuing, or the aggregate amount of the Excess Availability of Borrowers shall be less than $7,500,000, deliver or cause to be delivered to Agent written appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of as between Agent and Lenders, on the Inventory or one hand, and Borrowers and Guarantors, on the other Collateral constitutes farm products or the proceeds thereof; (h) hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the InventoryInventory (but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party); (ig) as of the date hereof, Borrowers and Guarantors shall do not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such InventoryInventory but shall give Agent prior written notice if such practice changes together with such information with respect to the new policy as may reasonably be requested by Agent; (jh) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (ki) Borrowers and Guarantors shall not, without prior written notice to Agent not acquire or the specific identification of accept any Inventory on consignment or approval unless such Inventory has been specifically identified in a report with respect thereto provided by Administrative Borrower Agent to Agent pursuant to Section 7.1(a) hereof, acquire hereof when required to be included in such report or accept any Inventory on consignment or approvalAgent has otherwise received prior written notice thereof in form and substance reasonably satisfactory to Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Santana Products Inc.)
Inventory Covenants. With respect to the InventoryInventory of any Domestic Loan Party that is included by the Borrowers as Eligible Inventory in the calculation of the Borrowing Base: (a) each Borrower and Guarantor such Loan Party shall at all times maintain inventory records reasonably satisfactory to the Administrative Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of such Inventory, such Borrower’s or Guarantor’s Loan Party's cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) such Loan Parties shall conduct a physical count of their such Inventory at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, but (in any case) at any time or times as the Administrative Agent may request on or after an Event of Defaultreasonably request, and promptly following such physical inventory shall supply the Administrative Agent with a report in the form and with such specificity as may be reasonably satisfactory to the Administrative Agent concerning such physical count; (c) Borrowers and Guarantors such Loan Parties shall not remove any such Inventory from the locations set forth or permitted herein, without the prior written consent of the Administrative Agent, except for sales of such Inventory in the ordinary course of its business and except to move such Inventory directly from one location set forth or permitted herein to another such location and except for such Inventory shipped from the manufacturer thereof to such Borrower or Guarantor Loan Party which is in transit to the locations set forth or permitted herein; (d) upon the Administrative Agent’s 's request, the Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to the Administrative Agent written appraisals as to the such Inventory in form, scope and methodology reasonably acceptable to the Administrative Agent (and consistent with the methodology used by Hilco) by Hilco or an appraiser reasonably acceptable to the Administrative Agent, addressed to Administrative Agent and Lenders and upon which Administrative Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors such Loan Parties shall produce, use, store and maintain the such Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the such Inventory or other Collateral constitutes shall constitute farm products or the proceeds thereof; (hg) each Borrower and Guarantor such Loan Party assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the such Inventory; (ih) Borrowers and Guarantors such Loan Parties shall not sell such Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor such Loan Party to repurchase such InventoryInventory (unless such Inventory may be returned only if it is not damaged and is resalable in the normal course of business); (ji) Borrowers and Guarantors such Loan Parties shall keep the such Inventory in good and marketable condition; and (kj) Borrowers and Guarantors such Loan Parties shall not, without prior written notice to the Administrative Agent or the specific identification of such Inventory in a report with respect thereto provided by the Administrative Borrower to the Administrative Agent pursuant to Section 7.1(a8.05(a) hereof, acquire or accept any such Inventory on consignment or approval.
Appears in 1 contract
Samples: Financing Agreement (Milacron Inc)
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to AgentLender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco and H&H Electronic) shall conduct a physical count of their the Inventory either through periodic cycle counts or wall to wall counts so that all Inventory is subject to such counts at least once each year, and H&H Electronic shall conduct a physical count of its Inventory at least once each month, year during the term hereof but (in any case) at any time or times as Agent Lender may request on or after an Event of DefaultDefault and for so long as the same is continuing, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent Lender with a report in the form and with such specificity as may be satisfactory to Agent Lender concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of AgentLender, except for sales of Inventory in the ordinary course of its business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon AgentLender’s request, Borrowers shall, at their expense, no more than one (1) time in any twelve (12) consecutive month period (and two (2) times in the event that Excess Availability at any twelve (12) month periodtime shall be less than $15,000,000), but and at any time or times at Borrowers’ expense as Agent Lender may request on or after upon the occurrence and during the continuance of an Event of Default, deliver or cause to be delivered to Agent Lender written appraisals as to the Inventory in form, scope and methodology acceptable to Agent Lender and by an appraiser acceptable to AgentLender, addressed to Agent and Lenders Lender and upon which Agent and Lenders are Lender is expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (hg) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ih) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; (ji) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (kj) Borrowers and Guarantors shall not, without prior written notice to Agent Lender or the specific identification of such Inventory in a report with respect thereto provided by Administrative Borrower to Agent Lender pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.
Appears in 1 contract
Inventory Covenants. With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate inventory records itemizing in a manner consistent with its current practices as of the Effective Date (except to the extent of changes in such practices as a result of the establishment of a reliable, consistent and describing accurate perpetual inventory system at the kindRetail Division for pharmacy and non-perishables), type, quality and quantity of Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) Borrowers and Guarantors (other than Sumco shall, or a third party inventory counting service on behalf of Borrowers and H&H Electronic) shall Guarantors shall, conduct a physical count of their the Inventory at least twice each fiscal year as to non-perishable Inventory of the Retail Division (or on and after the establishment of a retail perpetual inventory system for pharmacy or non-perishables at the Retail Division that is satisfactory to Borrowers and Administrative Agent, one (1) time each year with respect to pharmacy and/or non-perishables, as applicable, whether through periodic cycle counts or otherwise) and once each fiscal four (4) week period of Borrowers and Guarantors (determined in accordance with the current accounting practices of Borrowers and Guarantors as of the Effective Date) as to the perishable Inventory of the Retail Division, and at least once each year, and H&H Electronic shall conduct a physical count whether through periodic cycle counts or otherwise, as to the Inventory of its Inventory at least once each monththe Distribution Division, but (in any case) each case at any time or times as Administrative Agent may request on or after an Event of Default, and promptly following any such physical inventory shall supply Administrative Agent with a report in the form and with such specificity as may be reasonably satisfactory to Administrative Agent concerning such physical count; (c) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Administrative Agent, except for sales sales, returns or transfers of Inventory in the ordinary course of its business that are reported to Administrative Agent in accordance with the terms hereof and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers shall, at their expense, no more (i) not less than one (1) time in any twelve (12) month period, if Excess Availability at all times during such twelve (12) month period is greater than an amount equal to twenty (20%) percent of the Total Borrowing Base, (ii) not less than two (2) times in any twelve (12) month period, but if Excess Availability at any time during such twelve (12) month period is less than or equal to an amount equal to twenty (20%) percent of the Total Borrowing Base and (iii) at any time or times as Administrative Agent may request on or after an Event of DefaultDefault or at Administrative Agent’s own expense, in each case, deliver or cause to be delivered to Administrative Agent written appraisals as to the Inventory in 107 form, scope and methodology reasonably acceptable to Administrative Agent and by an appraiser acceptable to Administrative Agent, addressed to Administrative Agent and Lenders and upon which Administrative Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers shall, at their expense, no more than two (2) times in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of Default, deliver or cause to be delivered to Agent a written assayer’s report as to the Precious Metals Inventory in form, scope and methodology acceptable to Agent and by an assayer acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely; (f) Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws in all material respects (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (gf) none of as between Administrative Agent and Lenders, on the Inventory or one hand, and Borrowers and Guarantors, on the other Collateral constitutes farm products or the proceeds thereof; (h) hand, each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the InventoryInventory (but nothing contained herein shall be construed as the basis for any liability of any Borrower or Guarantor as to any third party); (ig) Borrowers and Guarantors shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate any Borrower or Guarantor to repurchase such Inventory; except for the right of return given to retail customers of Borrowers in the ordinary course of business and in accordance with the then current return policy of Borrowers; (jh) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (ki) upon Administrative Agent’s request, Borrowers shall, at their expense, conduct through an inventory counting service acceptable to Administrative Agent, a physical count of the Inventory of the Retail Division in form, scope and methodology acceptable to Administrative Agent (but only to the extent that a physical count that is acceptable to Borrowers and Administrative Agent has not been conducted by such inventory counting service within the immediately preceding two fiscal quarters so long as no Default or Event of Default shall exist or have occurred or four (4) fiscal week period of Borrowers and Guarantors (determined in accordance with the current accounting principles of Borrowers and Guarantors as of the Effective Date) at any time a Default or Event of Default shall notexist or have occurred, without prior written notice the results of which shall be reported directly by such inventory counting service to Administrative Agent or and Borrowers shall promptly deliver confirmation to Administrative Agent that appropriate adjustments have been made to the specific identification inventory records of such Inventory in a report with respect thereto provided by Administrative Borrower Borrowers to Agent pursuant reconcile the inventory count to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approvalthe inventory records of Borrowers.
Appears in 1 contract
