Common use of Inventory; Perpetual Inventory Clause in Contracts

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 Party will, at Agent’s reasonable request, instruct all suppliers, carriers, forwarders, customs brokers, warehouses or others receiving or holding cash, checks, Inventory, documents or instruments of such Credit Party in which Agent holds a security interest to deliver them to Agent and/or subject to Agent’s order, and if they shall come into such Credit Party’s possession, to deliver them, upon request, to Agent in their original form. Each Credit Party shall also, at Agent’s reasonable request, designate Agent as the consignee on all bills of lading and other negotiable and non-negotiable documents of such Credit Party.

Inventory; Perpetual Inventory. (a) All Each Obligated Party represents and warrants and agrees that all of the Inventory owned by each Credit such Obligated 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)lease, or is to be furnished in connection with the rendition of services, in the ordinary course of such Credit Obligated Party’s business business, and is and will be fit for such purposes consistent with prior practicepurposes. Each Credit Obligated Party will keep (and will cause each of its Subsidiaries to keep) its inventory Inventory in good and marketable condition consistent with past practicecondition, at its own expenseexcept for damaged, obsolete or defective goods arising in the ordinary course of such Obligated Party’s business. Each Credit No Obligated Party will notwill, without the prior written consent of Agent or consistent with prior practicethe Administrative Agent, acquire or accept any Inventory on consignment or sale-on-approval. Each Credit Obligated Party agrees that all Inventory produced by it such Obligated Party in the United States 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 Credit Obligated Party will conduct (or cause to be conducted) cycle counts a physical count of its Inventory at least monthlyonce per Fiscal Year and, and after and during the continuation existence of an Event of Default, at such other times as the Administrative 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)requests. Each Credit Obligated 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 times. Upon the request therefor by the Administrative Agent, each Obligated Party, at its own expense, shall deliver to the Administrative Agent the results of each physical verification, if any, which such Obligated Party may in its discretion have made, or otherwise reasonably acceptable caused any other Person to Agenthave made on its behalf, of all or any portion of its Inventory. Each Credit No Obligated Party will not (and will cause its Subsidiaries not to)will, without the Administrative Agent’s written consent or consistent with prior practiceconsent, accept, acquire or sell any Inventory on a xxxxbxxx-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 Partybasis. (b) In connection with all Inventory of a Credit Party financed by Letters of Credit, such Credit Party will, at Agent’s reasonable request, instruct all suppliers, carriers, forwarders, customs brokers, warehouses or others receiving or holding cash, checks, Inventory, documents or instruments of such Credit Party in which Agent holds a security interest to deliver them to Agent and/or subject to Agent’s order, and if they shall come into such Credit Party’s possession, to deliver them, upon request, to Agent in their original form. Each Credit Party shall also, at Agent’s reasonable request, designate Agent as the consignee on all bills of lading and other negotiable and non-negotiable documents of such Credit Party.

Inventory; Perpetual Inventory. (a) All 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 such Loan Party and each Credit Party of its Subsidiaries is and will be held for sale or lease (and in the case of raw materials and work wo rk 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 Loan Party’s or such Subsidiary’s, as applicable, business and is and will be fit for such purposes consistent with prior practicepurposes. Each Credit Loan Party will keep (and will cause each of its Subsidiaries to keep) its inventory Inventory in good and marketable condition consistent with past practice, at its own expense. Each Credit Loan Party and its Subsidiaries will not, without the prior consent of Agent or consistent with prior practicethe Agent, acquire or accept any Inventory on consignment or sale-on-approvalappraisal. Each Credit Loan 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 Loan Party will conduct (or cause to be conducted) cycle counts a physical count of its Inventory at least monthlyonce per Fiscal Year, and after and during the continuation of an Event of Default, at such other times as the 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)requests. Each Credit Loan 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 Agenttimes. Each Credit Loan Party will not (and will cause its Subsidiaries not to), without the Agent’s written consent or consistent with prior practiceconsent, accept, acquire or sell any Inventory on a xxxxbill-and-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 BaseInventory. Any inventory of others which is on the premises of any Credit Loan Party for processing, cutting, manufacturing, finishing or otherwise, shall be segregated and shall not be reported or included in the on any Borrowing Base Certificate as Inventory or Eligible Inventory of a Credit PartyBorrower. (b) In connection with all Inventory of a Credit Loan Party financed by Letters of Credit, such Credit Loan Party will, at the Agent’s reasonable request, instruct all suppliers, carriers, forwarders, customs brokers, warehouses or others receiving or holding cash, checks, Inventory, documents Documents or instruments Instruments of such Credit Loan Party in which the Agent holds a security interest to deliver them to the Agent and/or subject to the Agent’s order, and if they shall come into such Credit Loan Party’s possession, to deliver them, upon request, to the Agent in their original form. Each Credit Loan Party shall also, at the Agent’s reasonable request, designate the Agent as the consignee on all bills of lading and other negotiable and non-non- negotiable documents of such Credit Loan Party.

Inventory; Perpetual Inventory. (a) All 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 each Credit such Loan 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)lease, or to be furnished in connection with the rendition of services, in the ordinary course of such Credit Loan Party’s business 's business, and is and will be fit for such purposes consistent with prior practicepurposes. Each Credit Loan Party will keep (and will cause each of its Subsidiaries to keep) its inventory Inventory in good and marketable condition consistent with past practicecondition, 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 Loan 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 Loan 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 Agenttimes. Each Credit Party will not (and As of the last day of the Parent's Fiscal Yar, the Parent will cause its Subsidiaries the certified public accountants preparing the Parent's financial statements required under SECTION 7.2 (A) to conduct a test of the perpetual inventory records of any combination of the Borrowers owning not to)less than fifty percent (50.0%) of the aggregate amount of Inventory owned by the Borrowers and not less than fifty percent (50.0%) of the aggregate amount of Eligible Inventory owned by the Borrowers to the extent necessary for such accountants to render an unqualified opinion on the financial statements prepared as of such Fiscal Year End. No Borrower will, without the Agent’s 's written consent or consistent with prior practiceconsent, accept, acquire or sell any Inventory on a xxxxbill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other ox xxher repurchase or return basis. Each Loan Party agrees that it will keep any Inventory of any other Person which is held by such Loan Party on a consignment basis and no separate from such Inventory sold on any such basis will be deemed to be Eligible Loan Party's Inventory and no at all times maintain proper operating systems which will insure that such consigned Inventory shall be included as Eligible and such Loan Party's Inventory are not commingled 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 Partymanner. (b) In connection with all Inventory of a Credit Party financed by Letters of Credit, such Credit Party will, at Agent’s reasonable request, instruct all suppliers, carriers, forwarders, customs brokers, warehouses or others receiving or holding cash, checks, Inventory, documents or instruments of such Credit Party in which Agent holds a security interest to deliver them to Agent and/or subject to Agent’s order, and if they shall come into such Credit Party’s possession, to deliver them, upon request, to Agent in their original form. Each Credit Party shall also, at Agent’s reasonable request, designate Agent as the consignee on all bills of lading and other negotiable and non-negotiable documents of such Credit Party.