INVENTORY EQUIPMENT. Upon Lessee's request, Lessor may supply new or used Equipment from its inventory at rates provided by Lessor.
INVENTORY EQUIPMENT. Seller will maintain inventory levels -------------------- consistent, in all material respects, with the inventory levels maintained by Seller as of the date of this Agreement; and Seller shall replace equipment that is damaged and disposed of with equipment of like kind and quality;
INVENTORY EQUIPMENT. The fair market value of all Inventory of Borrower at any time is not more than One Hundred Thousand Dollars ($100,000) in the aggregate. The fair market value of all Equipment of Borrower at any time is not more than Three Million Dollars ($3,000,000) in the aggregate, and such Equipment is comprised of used computer equipment and furniture. No single location of Borrower contains Equipment with a fair market value of in excess of Three Hundred Thousand Dollars ($300,000).
INVENTORY EQUIPMENT. Except as set forth on Section 4.2.6 of the Deverra Disclosure Schedule, Deverra owns, possesses and is in control of all Inventory and Equipment, free and clear of any Encumbrances (other than Permitted Encumbrances) and free of any Liabilities and future Liabilities.
INVENTORY EQUIPMENT a. The attached three page balance sheet provides an accurate statement of all inventory (including work in process and finished goods) of Deltco as of October 30, 1999 except as is set forth in part 2.9 of the Disclosure Schedule. All of Deltco's existing inventory (including all inventory that is reflected on the Unaudited Interim Balance Sheet and that has not been disposed of by Deltco since October 30, 1999):
i) is of such quality and quantity as to be usable and saleable by Deltco in the ordinary course of business;
ii) has been priced using the weighted average method of pricing inventory; and
iii) is free of any defect or deficiency that would prevent the sale thereof by Deltco in the ordinary course of business.
b. The attached three page balance sheet accurately reflects all equipment, furniture, fixtures, improvements and other tangible assets owned by Deltco as of October 30, 1999.
c. Each asset of Deltco:
i) is structurally sound, free of defects and deficiencies and in good condition and repair (ordinary wear and tear excepted);
ii) to the best of the knowledge of Deltco and the Seller, complies in all respects with, and is being operated and otherwise used in material compliance with, all applicable legal requirements; and
iii) is adequate for the uses to which it is being put.
INVENTORY EQUIPMENT. (a) Schedule 3.12(a) sets forth a complete and accurate list of each category of items exceeding a total of $10,000 in value of the Company's inventory ("Inventory") and the cost thereof. All Inventory is reflected on the Unaudited Balance Sheet, and consists of a quality and quantity usable an salable in the ordinary course of business, except for obsolete items and items of below-standard quality, all of which have been written down in the Unaudited Balance Sheet to realizable market value or for which adequate reserves have been provided therein. Except as disclosed in Schedule 3.12(a), the quantities of all Inventory are reasonable and warranted in the present circumstances of the Company's business.
(b) Schedule 3.12(b) lists all of the equipment used by the Company in connection with the business of the Company, including any office furniture and leased equipment (collectively, the "Equipment"). All of the Equipment is, as of the date of this Agreement, in generally good operating condition and repair and is adequate for the uses to which it is being put; and, except as disclosed in Schedule 3.12(b), none of the Equipment, as of the date of this Agreement, is in need of maintenance or repairs except for ordinary, routine maintenance and repairs which are not material in nature or cost. At the Closing, Buyer is accepting the Equipment "as is."
INVENTORY EQUIPMENT. Collateral consisting of Inventory is of good and merchantable quality, free from any material defects, and has been manufactured in all material respects in accordance with the requirements of the Fair Labor Standards Act and all other material Applicable Laws. None of the Collateral consisting of Inventory or Equipment is subject to any Patent License, Trademark License or Copyright License with any Person that restricts in any material respect any Grantor's (or, upon any enforcement of its Security Interest, the Agent's) ability to manufacture and/or sell such Inventory or use and/or sell such Equipment.
INVENTORY EQUIPMENT. Within thirty (30) days after the end of each month, upon the request of the Agent from time to time, the Borrowers will provide to the Agent written statements listing items of Inventory and Equipment in reasonable detail as requested by the Agent. The Borrowers will conduct annually a physical count of their Inventory and a copy of such count will be promptly supplied to the Agent accompanied by a report of the value (valued at FIFO) of such Inventory; provided that the Borrowers will conduct such a physical count at such other times and as of such dates as the Agent shall reasonably request.
INVENTORY EQUIPMENT. (a) (i) The Inventory (x) was acquired or produced in the Ordinary Course of Business, (y) is in the physical possession of Seller or is in transit to or from a customer or supplier of Seller, and (ii) the net inventory as presented on the most recent balance sheet contained in Seller’s most recent SEC Filing prior to the Execution Date, as rolled forward to the Effective Time in accordance with GAAP as consistently applied by Seller and using the same methodology used in such most recently filed balance sheet, is of a quality presently useable and/or saleable in the Ordinary Course of Business. As of the date of the most recent balance sheet contained in Seller’s most recent SEC Filing prior to the Execution Date, the book value of the Inventory is as set forth on such balance sheet, net of reserves for inventory write-down determined in accordance with GAAP as consistently applied by Seller.
(b) The BSBU Equipment is in good working order and condition, except for reasonable wear and tear.
INVENTORY EQUIPMENT and All Other Assets Inventory, equipment, and all other assets of CD reflected on the Financial Statement, as adjusted for normal business transactions between the Valuation Date and the Closing Date, except for any positive or negative cash balance which is excluded from the transaction contemplated herein, are stated on the basis of actual cost (less depreciation in the case of equipment) (the "Accounting Value"). Immediately after the Closing Date, Buyer may engage an independent public accountant, at Buyer's sole cost and expense, to audit the inventory, equipment and other asset amounts for the purpose of verifying the Accounting Value, i.e., the accounting methodology used to determine the Accounting Value as opposed to fair market or net realizable value. Such audit shall be completed within 30 days of the Closing Date or Buyer shall be deemed to have waived its right to challenge, and shall be deemed to have accepted, the Accounting Value. If the Accounting Value as determined by such audit is more than five per cent (5%) less than that represented by Seller, Seller and Buyer shall mutually select another independent accountant to determine the Accounting Value, with such determination being final. In such event, Seller and Buyer shall evenly divide the cost and expense of the independent accountant. Buyer shall be credited, dollar for dollar, with the amount by which the Accounting Value as determined by the independent accountant is less than the Accounting Value represented by Seller.
