Inventory Matters Clause Samples
Inventory Matters. No Inventory that is included in the Borrowing Base is subject to retention of title (including extended retention of title or broadened extension of title) except as has been disclosed to the Administrative Agent and reflected in the Borrowing Base Certificate. Each Borrowing Base Certificate accurately reports any retention of title (including extended retention of title or broadened extension of title) claims with respect to any inventory included in such Borrowing Base Certificate. No inventory of any Borrower or Borrowing Base Guarantor is subject to retention of title (including extended retention of title or broadened extension of title) on an oral basis.
Inventory Matters. (a) As to each item of Inventory that is identified by Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to the Revolving Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Revolving Agent- discretionary criteria) set forth in the definition of Eligible Inventory;
(b) [reserved]; and
(c) Each Loan Party keeps correct and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ Inventory and the book value thereof.
Inventory Matters. (a) The provisions of Section 10 of the Forbearance Agreement shall no longer apply from and after the date of this Agreement.
(b) The following new clause (g) is hereby added to Section 7.10 of the Credit Agreement:
Inventory Matters. Prior to the Closing, Sellers shall agree with the Key Manufacturer to convert 200 units of model 1020 subject to open purchase orders to 200 units of model 1040. The cost to scrap the model 1020 units for such conversion (the “Inventory Conversion Cost”) shall be treated as a liability for purposes of the Net Cash Asset calculation pursuant hereto (and which shall be a liability of a minimum of $30,000 for purposes of the Net Cash Asset calculation). Any additional incremental cost due to the additional per unit cost of the model 1040 units shall be the responsibility of Buyer. In addition, Sellers shall use commercially reasonable efforts to negotiate an extension of the delivery schedule for its open purchase orders with the Key Manufacturer to be within 18 months of the Closing Date; provided that if Sellers are unable to negotiate such an extension, the Buyer and Sellers will jointly resolve the matter.
Inventory Matters. At least one (1) week prior to the Effective Time, the Company shall either (i) have returned all of the inventory previously received from Hitachi and collected a cash refund in respect of the full value of such inventory, or (ii) (a) written off in accordance with GAAP on its financial statements, books and records the full value of any Hitachi controllers previously received from Hitachi, and (b) written down in accordance with GAAP on its financial statements, books and records the value of any Hitachi flash memory components previously received from Hitachi to the then fair market value of such inventory as of the time of such write down.
Inventory Matters. 61 SECTION 8.12 PROSECUTION OF PRODUCT MARKS......................61 SECTION 8.13
Inventory Matters. For purposes of calculating the value of Inventory for purposes of determining Closing Total Net Working Capital, within five (5) Business Days prior to the Closing Date, Representatives of Post shall take a physical count of the Inventory of the Companies, and the Investor and its Representatives shall be permitted to observe such physical count.
Inventory Matters. During the term of the Transition Services Agreement, the Metatec Companies will purchase from the Imation Companies all of their requirements of factory spare parts and factory supplies inventories used exclusively in the Business, to the extent available, from the Menomonie Facility. Promptly following the termination of the Transition Services Agreement, the Metatec Companies will purchase from the Imation Companies the factory spare parts and factory supplies inventories used exclusively in the Business that are then located at the Menomonie Facility; provided, however, that the Metatec Companies shall not be required to purchase (a) more than $200,000 of such inventories or (b) such inventories as would not be useable within a reasonable time in the ordinary course of the Business. The purchase price for any such inventories shall be as agreed from time to time by the Imation and the Metatec Companies.
Inventory Matters. The JV-Related Companies have never sold, shipped, or otherwise transferred any inventory or other goods to any Person located in any jurisdiction other than the People’s Republic of China, Hong Kong, Macau, and Taiwan.
Inventory Matters. (a) The provisions of Section 10 of the Forbearance Agreement shall no longer apply from and after the date of this Agreement.
(b) The following new clause (g) is hereby added to Section 7.10 of the Credit Agreement: