Common use of Inventory Covenants Clause in Contracts

Inventory Covenants. With respect to the Inventory, Borrower: (a) shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, store, ship 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); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20.

Inventory Covenants. With respect to the Inventory, Borrower: (a) shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, use store, ship 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); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) Borrower shall at all times maintain inventory records reasonably satisfactory to LenderAgent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore therefor and daily monthly withdrawals therefrom and additions thereto; (b) Borrower shall not conduct a physical count of the Inventory at least once each year, but at any time or times as Agent may request on or after an Event of Default that 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) Borrower shall not, other than as permitted herein, including pursuant to Section 9.7(b), remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayedAgent, except for sales and movement of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (cd) Borrower shall produce, use, store, ship 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; (de) Borrower assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (ef) Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (fg) Borrower shall keep the Inventory in good and marketable condition; and (gh) Borrower shall not, without prior written notice to LenderAgent, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the any Inventory, Borrower: (a) each Guarantor shall conduct a physical count of the Inventory at all least once each year, but at any time or times maintain as Foothill may request on or after an Event of Default, and promptly following such physical inventory records shall supply Foothill with a report in the form and with such specificity as may be reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore and daily withdrawals therefrom and additions theretoFoothill concerning such physical count; (b) no Guarantor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayedFoothill, except for sales or use of Inventory in the ordinary course of Borrower’s such Guarantor's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) each Guarantor shall produce, use, store, ship 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); (d) each Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) no Guarantor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower such Guarantor to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) each Guarantor shall keep the Inventory in good and marketable condition; and (g) shall notno Guarantor shall, without prior written notice to LenderFoothill, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) the Company shall at all times maintain inventory records reasonably satisfactory to Lenderthe Lenders, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s the Company's cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) the Company shall conduct a physical count of the Inventory at any time or times as a Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply each Lender with a report in the form and with such specificity as may be reasonably satisfactory to each Lender concerning such physical count; (c) the Company shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayedthe Lenders, except for sales of Inventory in the ordinary course of Borrower’s the Company's business and except to move Inventory directly from one location set forth or permitted herein to another such locationlocation and except for Inventory shipped from the manufacturer thereof to the Company which is in transit to the locations set forth or permitted herein; (cd) the Company shall produce, use, store, ship 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); (de) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (f) the Company assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (eg) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20; (f) Company shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20.

Inventory Covenants. With respect to the Inventory, Borrower: (a) shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s 's cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s 's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, store, ship 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); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20.

Inventory Covenants. With respect to the Inventory, Borrower: (a) each Guarantor ------------------- shall at all times maintain inventory records reasonably satisfactory to Lender, the Secured Party keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s such Guarantor's cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) no Guarantor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayedthe Secured Party, except for sales of Inventory in the ordinary course of Borrower’s such Guarantor's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) each Guarantor shall produce, use, store, ship 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); (d) each Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) each Guarantor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower such Guarantor to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) each Guarantor shall keep the Inventory in good and marketable condition; and (g) shall notno Guarantor shall, without prior written notice to Lenderthe Secured Party, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) Guarantor ------------------- shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s Guarantor's cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) Guarantor shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s Guarantor's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) Guarantor shall produce, use, store, ship 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); (d) Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) Guarantor shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower Guarantor to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) Guarantor shall keep the Inventory in good and marketable condition; and (g) Guarantor shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) Borrower shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s 's cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) Borrower shall conduct a physical count of the Inventory at least once each year, but at any time or times as Lender may request on or after an Event of Default, and promptly following such physical inventory shall supply Lender with a report in the form and with such specificity as may be reasonably satisfactory to Lender concerning such physical count; (c) Borrower shall not remove any Inventory from the locations set forth on Schedule 7.3 hereof or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s 's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (cd) Borrower shall produce, use, store, ship 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); (de) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (f) Borrower assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (eg) Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20Inventory; and (fh) Borrower shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20.

Inventory Covenants. With respect to the Inventory, Borrower: (a) shall at all times maintain inventory records reasonably satisfactory to LenderDebenture Holder, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of LenderDebenture Holder, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, use store, ship 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); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to LenderDebenture Holder, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) Borrower shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s 's cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s 's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) Borrower shall produce, use, store, ship 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); (d) Borrower assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) Borrower shall keep the Inventory in good and marketable condition, other than as permitted by Section 7.2(b) hereof; and (g) Borrower shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20.approval. 7.4 [Reserved]. 7.5

Inventory Covenants. With respect to the Inventory, Borrower: (a) Borrower shall ------------------- at all times maintain inventory records reasonably satisfactory to Lender, the Secured Party keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s 's cost therefore therefor and daily withdrawals therefrom and additions thereto; (b) Borrower shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayedthe Secured Party, except for sales of Inventory in the ordinary course of Borrower’s 's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) Borrower shall produce, use, store, ship 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); (d) Borrower assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) Borrower shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) Borrower shall keep the Inventory in good and marketable condition; and (g) Borrower shall not, without prior written notice to Lenderthe Secured Party, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory and conduct physical counts of Inventory consistent with the current practices of Borrowers and Guarantors as of the date hereof or as otherwise consented to Lenderby Agent, keeping correct but in any event in a manner sufficient to permit an audit of the financial statements of Borrowers in accordance with GAAP and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore and daily withdrawals therefrom and additions theretoBorrowers shall provide to Agent such reports as may be prepared consistent with current practices with respect to such physical counts; (b) Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted hereinherein (including third party locations as set forth in the Information Certificate and new locations permitted by Section 9.2 hereof), without the prior written consent of Lender, which consent shall not be unreasonably denied or delayedAgent, except (i) for sales of Inventory in the ordinary course of Borrower’s business and except its business, (ii) to move Inventory directly from one location set forth or permitted herein to another such 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 herein, (iv) for Inventory in transit in the ordinary course of business and (v) other Inventory with an aggregate book value not greater than $2,000,000; (c) Borrowers and Guarantors shall produce, use, store, ship 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 any applicable requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (d) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (e) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20; and (f) Borrowers and Guarantors shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20.

Inventory Covenants. With respect to the Inventory, Borrower: (a) shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s 's cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s 's business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, use store, ship 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); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, Borrower: (a) shall at all times maintain inventory records reasonably satisfactory to Lender, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, Borrower’s cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Lender, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of Borrower’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, store, ship 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 FDA Laws and the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except as set forth unless Borrower excludes such Account from the Borrowing Base for Eligible Accounts and separately states such exclusion on Schedule 5.20the Borrowing Certificate; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to Lender, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.

Inventory Covenants. With respect to the Inventory, BorrowerPurchaser: (a) shall at all times maintain inventory records reasonably satisfactory to LenderSeller, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, BorrowerPurchaser’s cost therefore and daily withdrawals therefrom and additions thereto; (b) shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of LenderSeller, which consent shall not be unreasonably denied or delayed, except for sales of Inventory in the ordinary course of BorrowerPurchaser’s business and except to move Inventory directly from one location set forth or permitted herein to another such location; (c) shall produce, use, use store, ship 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); (d) assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (e) shall not sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower Purchaser to repurchase such Inventory except as set forth on Schedule 5.20Inventory; (f) shall keep the Inventory in good and marketable condition; and (g) shall not, without prior written notice to LenderSeller, acquire or accept any Inventory on consignment or approval except as set forth on Schedule 5.20approval.