Common use of Inventory; Perpetual Inventory Clause in Contracts

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. The Borrower (a) Each Grantor 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 such Grantor is and will be held for sale or lease (including sales for scrap of excess or no-movement Inventory), or to be furnished use in connection with the rendition of servicesproduction, in the ordinary course of the Borrowersuch Grantor’s business, and is and will be fit for such purposes. The Borrower Each Grantor will keep its Inventory in good and marketable condition, at its own expenseexcept for damaged or defective goods arising in the ordinary course of such Grantor’s business. Borrower Each Grantor will not, without notify the prior written consent Agent upon such Grantor’s acquisition or acceptance of the Agent, acquire or accept any Inventory on consignment or approval. The Borrower Each Grantor agrees that all Inventory produced by such Grantor 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 Borrower Each Grantor will conduct a physical cycle count of the Inventory at least once per Fiscal Year, and after and during the continuation continuance 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 Each Grantor will maintain a perpetual inventory reporting system at all times. The Borrower will notNo Grantor will, without the Agent’s written consentconsent not to be unreasonably withheld, sell any Inventory on a xxxx-and-bxxx and hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. (b) Each Grantor shall, upon the occurrence and during the continuance of an Event of Default and at the Agent’s request, instruct all agents or processors of such Grantor possessing or controlling any Inventory and all public warehouses in which Inventory is maintained to hold all such Inventory for the account of the Agent and subject to the instructions of the Agent. (c) Each Grantor shall, at its own expense, maintain insurance with respect to the Inventory in accordance with the terms of the Credit Agreement.

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 a) Each Loan Party will keep its Inventory (other than returned or obsolete Inventory) in good and marketable condition, at its own expenseexcept for damaged or defective goods arising in the ordinary course of such Loan Party’s business. Borrower will notNo Loan Party will, without the prior written consent of the Collateral Agent, acquire or accept maintain any Inventory in excess of $1,000,000 at any time on consignment or approval. The Borrower agrees approval unless such Inventory is disclosed to the Collateral Agent pursuant to Section 6.7 and the applicable Loan Party takes appropriate steps to insure that all of such Inventory produced in meets the United States will be produced in accordance with the Federal Fair Labor Standards Act criteria of 1938Eligible Inventory, as amendedincluding delivery of appropriate subordination agreements, and all rules, regulations, and orders thereunderif necessary. The Borrower Each Loan Party will conduct a physical count of the its Inventory at least once per Fiscal Year, and after and during the continuation existence of an Event of Default, at such other times as the Collateral Agent requests, but not to exceed four times in any Fiscal Yearmay reasonably request. The Borrower Each Loan Party will maintain a perpetual inventory Inventory reporting system at all times. The Borrower will not, without Without the Collateral Agent’s written consent, sell any no Loan Party will 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 basisbasis in excess of $1,000,000. (b) In connection with all Inventory financed by letters of credit, the Loan Parties will, 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 such Loan Party’s possession, to deliver them, upon request, to the Collateral Agent in their original form. The Loan Parties shall also, 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. The Borrower (a) Each Grantor 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 such Grantor is and will be held for sale or lease (including sales for scrap of excess or no-movement Inventory), or to be furnished use in connection with the rendition of servicesproduction, in the ordinary course of the Borrower’s such Grantor's business, and is and will be fit for such purposes. The Borrower Each Grantor will keep its Inventory in good and marketable condition, at its own expenseexcept for damaged or defective goods arising in the ordinary course of such Grantor's business. Borrower Each Grantor will not, without notify the prior written consent Agent upon such Grantor's acquisition or acceptance of the Agent, acquire or accept any Inventory on consignment or approval. The Borrower Each Grantor agrees that all Inventory produced by such Grantor 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 Borrower Each Grantor will conduct a physical cycle count of the Inventory at least once per Fiscal Year, and after and during the continuation continuance 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 Each Grantor will maintain a perpetual inventory reporting system at all times. The Borrower will notNo Grantor will, without the Agent’s 's written consentconsent not to be unreasonably withheld, sell any Inventory on a xxxx-and-xxxx and hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis. (b) Each Grantor shall, upon the occurrence and during the continuance of an Event of Default and at the Agent's request, instruct all agents or processors of such Grantor possessing or controlling any Inventory and all public warehouses in which Inventory is maintained to hold all such Inventory for the account of the Agent and subject to the instructions of the Agent. (c) Each Grantor shall, at its own expense, maintain insurance with respect to the Inventory in accordance with the terms of the Credit Agreement.

Inventory; Perpetual Inventory. The Borrower represents and warrants to the Agent Co- Agents and the Lenders and agrees with the Agent Co-Agents 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)lease, or to be furnished in connection with the rendition of services, in the ordinary course of the Borrower’s '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 expenseexcept for damaged or defective goods arising in the ordinary course of the Borrower's business. Borrower will not, without the prior written consent of the AgentCo-Agents, acquire or accept any Inventory on consignment or approval. The Borrower agrees that all Inventory Inventory, if any, produced by the Borrower 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 Borrower will conduct a physical count of the Inventory at least once twice per Fiscal YearYear (at least one of which shall be at the end of the fourth fiscal quarters thereof), and after and during the continuation of an Event of Default, at such other times as the either Co-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 Co-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 consignment 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 (including sales for scrap of excess or no-movement Inventory)lease, or to be furnished in connection with the rendition of services, in the ordinary course of the Borrower’s 's business, and is and will be fit for such purposes. The Borrower will keep its Inventory in good and marketable conditioncondition subject to ordinary wear and tear, at its own expense. Borrower will not, without the prior written consent of the Agent, acquire or accept any Inventory on consignment or approvalapproval (except in the ordinary course of business). The Borrower agrees that all Inventory produced by the Borrower 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 maintain accurate records of Inventory and will (i) continue to perform "cycle" counts in a manner consistent with past practices or (ii) conduct a physical count of the inventory at least once during each Fiscal Year. The Borrower will also 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 time or 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. The Each 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)lease, or to be furnished in connection with the rendition of services, in the ordinary course of the Borrower’s '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 knowledge 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 Except as disclosed to Agent in writing, the Borrower will not, without the Agent’s '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 basisbasis other than as provided herein.

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)lease, or to be furnished in connection with the rendition of services, in the ordinary course of the Borrower’s '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, subject to normal levels of obsolescence reserves. 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 (except that each of Northern, EBA and AHI has a non-perpetual system) at all times. The Borrower will not, without the Agent’s 's written consent, sell any Inventory on a xxxxbill-andxxx-holdhold (unless the Borrower shall have received from the customer bill-xxx-hold documentation satisfactory to the Agent), 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 (including sales and in the case of raw materials and work in process for scrap of excess or no-movement Inventoryfurther 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 the Borrower’s '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 's written consent, sell any Inventory on a xxxxbill-and-hold, guaranteed sale, sale and return, sale on approvalappxxxxl, consignment, or other repurchase or return basis. Any inventory of others which is on the premises of the Borrower for processing, cutting, manufacturing, finishing or otherwise, shall be segregated and shall not be reported or included on any Borrowing Base Certificate as Inventory or Eligible Inventory of the Borrower.

Inventory; Perpetual Inventory. The Each Borrower represents and warrants to the Agent and the Lenders and agrees with the Agent and the Lenders that all of the Inventory (other than returned or obsolete Inventory) owned by the such Borrower is and will be held for sale or lease (including sales for scrap of excess or no-movement Inventory)lease, or to be furnished in connection with the rendition of services, in the ordinary course of the such Borrower’s 's business, and is and will be fit for such purposes. The Each Borrower will keep its Inventory (other than returned or obsolete Inventory) in good and marketable condition, at its own expenseexcept for damaged or defective goods arising in the ordinary course of such Borrower's business. No Borrower will notwill, without the prior written consent of the Agent, acquire or accept maintain any Inventory in excess of $1,000,000 at any time on consignment or approvalapproval unless such Inventory is disclosed to the Agent pursuant to clause (d) of Section 6.7 and the applicable Borrower takes appropriate steps to insure that all of such Inventory is excluded from any determination of Eligible Inventory. The Each 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 Each Borrower will conduct a physical count of the its Inventory at least once per Fiscal Year, and after and during the continuation existence of an Event of Default, at such other times as the Agent requestsmay reasonably request. Each Metals Inventory Borrower will maintain a perpetual inventory reporting system at all times, but not to exceed four times in any Fiscal Year. The and within six (6) months of the Closing Date, each Building Products Borrower will maintain a perpetual inventory reporting system at all times. The Borrower will not, without Without the Agent’s 's written consent, sell any no Borrower will 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 basisbasis in excess of $1,000,000.

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 (other than raw materials to be used by the Borrower in the production of finished goods) owned by the Borrower is and will be held for sale -45- 52 or lease (including sales for scrap of excess or no-movement Inventory)lease, or to be furnished in connection with the rendition of services, in the ordinary course of the Borrower’s '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, except in the ordinary course of its business without the Agent’s 's written consent, sell any Inventory on a xxxxbill-andxxx-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 (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 '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 '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. The Each Borrower represents and warrants to the Agent and the Lenders Lender and agrees with the Agent and the Lenders Lender that all of the Inventory owned by the Borrower Borrowers is and will be held for sale or lease (including sales for scrap of excess or no-movement Inventory)lease, or to be furnished in connection with the rendition of services, in the ordinary course of the Borrower’s Borrowers' business, and is and will be fit for such purposes. The Each Borrower will keep its Inventory in good and marketable condition, at its own expenseexcept for damaged or defective goods arising in the ordinary course of the Borrower's business. Borrower Borrowers will not, without the prior written consent of the AgentLender, acquire or accept any Inventory on consignment or approval. The Each Borrower agrees that all Inventory produced by the Borrower 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 Each 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 Lender requests, but not to exceed four times in any Fiscal Year. The Each Borrower will maintain a perpetual inventory reporting system at all times. The No Borrower will notwill, without the Agent’s Lender's written consent, sell any Inventory on a xxxxbill-andxxx-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis.

Inventory; Perpetual Inventory. The Borrower Each Loan Party 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)lease, or to be furnished in connection with the rendition of services, services in the ordinary course of the Borrower’s such Loan Party's business, and is and will be fit for such purposespurposes (other than a de minimis quantity of items customary for the Borrower's industry). The Borrower Each Loan Party will keep its the Inventory in good and marketable conditioncondition (other than a de minimis quantity of items customary for the Borrower's industry), at its own expense. Borrower will notExcept as set forth on Schedule 6.11, no Loan Party will, without the prior written consent of notice to the Agent, acquire or accept any Inventory inventory on consignment or approval. The Borrower Each Loan Party agrees that all any Inventory produced in the United States manufactured by a Loan Party will be produced manufactured in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and orders thereunder. The Borrower Loan Parties 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 Yearand shall promptly supply the Agent (with copies for the Lenders) with a copy of such count accompanied by a report of the value of such Inventory (valued at the lower of cost, determined on a first- in-first-out basis, or market value). The Borrower Each Loan Party will maintain a perpetual inventory reporting system at all times. The Borrower will notNo Loan Party will, without the Agent’s 's written consent, sell any Inventory on a xxxx-and-and- hold, guaranteed sale, sale and returnreturn (other than in the ordinary course of Borrower's business consistent with Borrower's past practice), sale on approval, consignment, or other repurchase or return basis.

Inventory; Perpetual Inventory. The Each 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 such Borrower is and will be held for sale or lease (including sales for scrap of excess or no-movement Inventory)lease, or to be furnished in connection with the rendition of services, in the ordinary course of the such Borrower’s 's business, and is and will be fit for such purposes. The Each Borrower will keep its Inventory in good and marketable condition, at its own expense. Each Borrower will not, without the prior written consent of the Agent, acquire or accept not report any Inventory on consignment or approvalconsigned inventory as Eligible Inventory. The Each 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 Each Borrower will conduct a physical count of the Inventory at least once per Fiscal Yearquarter, 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 No Borrower will maintain a perpetual inventory reporting system at all times. The Borrower will notwill, without the Agent’s 's written consent, sell any Inventory on a xxxxbill-andxxx-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis; provided, that a Borrower may agree to repurchase manufactured homes that were manufactured by such Borrower and thereafter were sold to a retail dealer, at the request of such retail dealer's floor plan financier.

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 and in the case of raw materials and work in process for scrap of excess or no-movement Inventoryfurther 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 the Borrower’s '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 '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. Any inventory of others which is on the premises of the Borrower for processing, cutting, manufacturing, finishing or otherwise, shall be segregated and shall not be reported or included on any Borrowing Base Certificate as Inventory or Eligible Inventory of the Borrower.