Inventory; Perpetual Inventory. Each Obligated Party represents and warrants and agrees that all of the Inventory owned by such Obligated Party that is included in Eligible Inventory is and will be held for sale or lease, or is to be furnished in connection with the rendition of services or held as spare parts Inventory, in each case, in the ordinary course of such Obligated Party’s business, and is and will be fit for such purposes. Each Obligated Party will keep its Inventory in good and marketable condition, except for damaged, obsolete or defective goods arising in the ordinary course of such Obligated Party’s business. No Obligated Party will, without the prior written consent of the Agents, acquire or accept any Inventory on consignment or approval, except that Xxxxx may accept inventory on consignment from Kubota Tractor Corporation and other vendors, so long as (i) the aggregate amount of such consigned inventory held by all of the Obligated Parties does not exceed $2,000,000 at any one time and (ii) none of such consigned inventory is rented by any Obligated Party to any of its customers. Each Obligated Party agrees that all Inventory produced by such Obligated Party in the U.S. will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Obligated Party will conduct cycle counts of its Inventory such that all of its Inventory shall be counted (though at varying times) at least once per Fiscal Year and, during the existence of an Event of Default, at such other times as either of the Agents requests. Each Obligated Party will maintain a perpetual inventory reporting system at all times. Each Obligated Party, at its own expense, shall make available to the Agents upon request the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. No Obligated Party will, without the Agents’ written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. No Obligated Party will permit any of its Inventory to become a fixture with respect to Real Estate or (except for spare parts Inventory other than Eligible Spare Parts Inventory) to become an accession with respect to other personal property with respect to which Real Estate or personal property the Collateral Agent do...
Inventory; Perpetual Inventory. The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by the Borrower is and will be held for sale or lease (including sales for scrap of excess or no-movement Inventory), or to be furnished in connection with the rendition of services, in the ordinary course of the Borrower’s business, and is and will be fit for such purposes. The Borrower will keep its Inventory in good and marketable condition, at its own expense. Borrower will not, without the prior written consent of the Agent, acquire or accept any Inventory on consignment or approval. The Borrower agrees that all Inventory produced in the United States will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. The Borrower will conduct a physical count of the Inventory at least once per Fiscal Year, and after and during the continuation of an Event of Default, at such other times as the Agent requests, but not to exceed four times in any Fiscal Year. The Borrower will maintain a perpetual inventory reporting system at all times. The Borrower will not, without the Agent’s written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis.
Inventory; Perpetual Inventory. (a) Keep its Inventory (other than returned or obsolete Inventory) in good and marketable condition, except for damaged or defective goods arising in the ordinary course of its business. The Borrowers will not, without the prior written consent of the Collateral Agent, acquire or maintain any Inventory in excess of $5 million at any time on consignment or approval unless such Inventory is disclosed to the Collateral Agent pursuant to Section 5.12 and the Borrowers take appropriate steps to insure that all of such Inventory meets the criteria of Eligible Inventory, including delivery of appropriate subordination agreements, if necessary. The NYDOCS01/1270096.12 Xxxxx – A&R Revolving Credit Agreement Borrowers will conduct a physical count of their Inventory at least once per its fiscal year, and during the existence of an Event of Default, at such other times as the Collateral Agent may reasonably request. Without the Collateral Agent’s written consent, the Borrowers will not sell, through a single transaction or a series of related transactions, Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis in excess of $5 million.
(b) In connection with all Inventory financed by letters of credit, the Borrowers will, when an Event of Default is continuing, at the Collateral Agent’s request, instruct all suppliers, carriers, forwarders, customs brokers, warehouses or other persons receiving or holding cash, checks, Inventory, documents or instruments in which the Collateral Agent holds a security interest to deliver them to the Collateral Agent and/or subject to the Collateral Agent’s order, and if they shall come into the Borrowers’ or their Subsidiaries’ possession, to deliver them, upon request, to the Collateral Agent in their original form. The Borrowers shall also, when an Event of Default is continuing, at the Collateral Agent’s request, designate the Collateral Agent as the consignee on all bills of lading and other negotiable and non-negotiable documents.
Inventory; Perpetual Inventory. Each Grantor represents and warrants to the Agent and the other Secured Parties and agrees with the Agent and the other Secured Parties that all of the Inventory owned by such Grantor is and will be held for sale or lease in the ordinary course of such Grantor’s business, and is and will be fit (ordinary wear and tear and casualty events excepted) for such purposes, except, in each case, to the extent as would not reasonably be expected to result in a Material Adverse Effect.
Inventory; Perpetual Inventory. The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by the Borrower or LDM Canada is and will be held for sale or lease, or to be furnished in connection with the rendition of services, in the ordinary course of the Borrower's or LDM Canada's business, and is and will be fit for such purposes. The Borrower will keep and will cause LDM Canada to keep its Inventory in good and marketable condition, at its own expense. Borrower will not, and will not permit LDM Canada to, without the prior written consent of the Agent, acquire or accept any Inventory on consignment or approval. The Borrower agrees that all Inventory produced in the United States will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. The Borrower will conduct a monthly physical count of the Inventory (and after and during the continuation of an Event of Default, at such other times as the Agent requests) and deliver a summary of the results thereof to the Agent within thirty (30) days after the last day of each calendar month until the Borrower has implemented a perpetual inventory system for the Borrower and LDM Canada and the Agent is satisfied with the test count results as a verification of the accuracy of those perpetual inventory systems. The Borrower will not, and will not permit LDM Canada to, without the Agent's written consent, sell any Inventory on a bill-xxx-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis.
Inventory; Perpetual Inventory. The Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory owned by the Borrower is and will be held for sale or lease, or to be furnished in connection with the rendition of services, in the ordinary course of the Borrower's business, and is and will be fit for such purposes. The Borrower will use commercially reasonable efforts to keep its Inventory in good and saleable condition, at its own expense. The Borrower will not, without the prior written consent of the Agent, acquire or accept any Inventory on consignment or approval. The Borrower agrees that all Inventory produced in the United States will be produced in accordance in all material respects with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. The Borrower will conduct a physical count of the Inventory at least once per Fiscal Year, and after and during the continuation of an Event of Default, at such other times as the Agent requests. The Borrower will maintain a perpetual inventory reporting system at all times. The Borrower will not, without the Agent's written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis (other than for damage).
Inventory; Perpetual Inventory. (a) All of the Inventory owned by each Credit Party is and will be held for sale or lease (and in the case of raw materials and work in process for further processing into finished goods to be held for sale), or to be furnished in connection with the rendition of services, in the ordinary course of such Credit Party’s business and is and will be fit for such purposes consistent with prior practice. Each Credit Party will keep (and will cause each of its Subsidiaries to keep) its inventory in good and marketable condition consistent with past practice, at its own expense. Each Credit Party will not, without the prior consent of Agent or consistent with prior practice, acquire or accept any Inventory on consignment or sale-on-approval. Each Credit Party agrees that all Inventory produced by it in the United States will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Credit Party will conduct (or cause to be conducted) cycle counts of its Inventory at least monthly, and after and during the continuation of an Event of Default, at such other times as Agent reasonably requests and shall promptly supply Agent at its request with a copy of such counts accompanied by a report of the value of such Inventory (valued at the lower of cost, on a first-in, first-out basis, or market value, computed in the same manner as the Value of Inventory). Each Credit Party will at all times maintain (and will cause each of its Subsidiaries at all times to maintain) a perpetual inventory reporting system at all times consistent with prior practice or otherwise reasonably acceptable to Agent. Each Credit Party will not (and will cause its Subsidiaries not to), without Agent’s written consent or consistent with prior practice, accept, acquire or sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis and no such Inventory sold on any such basis will be deemed to be Eligible Inventory and no such Inventory shall be included as Eligible Inventory in the Borrowing Base. Any inventory of others which is on the premises of any Credit Party for processing, cutting, manufacturing, finishing or otherwise, shall not be reported or included in the Borrowing Base as Inventory or Eligible Inventory of a Credit Party.
(b) In connection with all Inventory of a Credit Party financed by Letters of Credit, such Credit Part...
Inventory; Perpetual Inventory. Each Grantor represents and warrants to the Agent and the other Secured Parties and agrees with the Agent and the other Secured Parties that all of the material Inventory owned by such Grantor is and will be held for sale or lease in the ordinary course of such Grantor’s business, and is and will be fit (ordinary wear and tear and casualty events excepted) for such purposes. Each Grantor will keep its material Inventory in good and marketable condition, except for damaged or defective goods arising in the ordinary course of such Grantor’s business and casualty events. No Grantor will, without the prior written consent of the Agent, acquire or accept any Inventory on consignment or approval. No Grantor will, without the Agent’s written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis.
Inventory; Perpetual Inventory. Each Grantor represents and warrants and agrees that all of the Inventory now owned or hereafter acquired by such Grantor is and will be held for sale or lease, or is to be furnished in connection with the rendition of services, in the ordinary course of such Grantor’s business, and is and will be fit for such purposes. Each Grantor will keep its Inventory in good and marketable condition, except for damaged or defective goods arising in the ordinary course of such Grantor’s business. No Grantor will, without the prior written consent of the Administrative Agent, acquire or accept any Inventory on consignment or approval. Each Grantor agrees that it has operated and will operate its business and operations in compliance with, and all Inventory produced by such Grantor in the United States has been, and will be, produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. Each Grantor will maintain a perpetual inventory reporting system at all times. No Grantor will, without the Administrative Agent’s written consent, sell any Inventory on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis.
Inventory; Perpetual Inventory. Each Credit Party represents and warrants to the Lender and agrees with the Lender that all of the Inventory owned by the Credit Parties is and will be held for sale or lease, or to be furnished in connection with the rendition of services, in the ordinary course of a Credit Party’s business, and is and will be fit for such purposes. Each Credit Party agrees that all Inventory produced by it in the United States of America will be produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. The Credit Parties will conduct a physical count of the Inventory at least once per Fiscal Year, which may be included in any appraisal to be performed in accordance with Section 7 hereof, and after and during the continuation of an Event of Default at such other times as the Lender requests in writing. Each Credit Party will maintain a perpetual inventory reporting system at all times. No Credit Party will, without the Lender’s written consent, sell any Inventory on a bxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis.
