Inventory; Receivables Sample Clauses
The 'Inventory; Receivables' clause defines how a party's inventory and accounts receivable are treated under the agreement, often in the context of collateral or financial reporting. Typically, this clause outlines the requirements for maintaining, reporting, or granting security interests in inventory and receivables, such as providing regular updates on their status or ensuring they are free from other encumbrances. Its core function is to protect the interests of the party relying on these assets, ensuring transparency and reducing the risk of undisclosed liabilities or asset depletion.
Inventory; Receivables. (a) Except as set forth in Schedule 3.11(a), all finished product inventories of the Business reflected on the Latest Balance Sheet, net of reserves for obsolete and excess inventory, were, as of the date of the Latest Balance Sheet, in salable condition and were located at a location owned or leased by the Company or a Subsidiary or a Joint Venture or in transit thereto. All work-in-process inventories of the Business reflected on the Latest Balance Sheet, net of reserves for obsolete and excess inventory, were, as of the date of the Latest Balance Sheet, capable of being processed or made into salable condition in the ordinary course of business, and were located at a location owned or leased by the Company or a Subsidiary or Joint Venture. All packaging materials, purchased raw materials and fuels inventories of the Business reflected on the Latest Balance Sheet, net of reserves for obsolete and excess inventory, were, as of the date of the Latest Balance Sheet, in usable condition.
(b) The reserves for uncollectible notes and accounts receivable reflected on the Latest Balance Sheet were established in accordance with Group GAAP.
Inventory; Receivables. (a) At the Effective Time, the Inventory will (i) be usable and saleable in the ordinary course of business, (ii) meet all applicable manufacturing specifications and be free of defects in workmanship and materials, (iii) not be adulterated, contaminated or misbranded in any material respect within the meaning of the Food, Drug and Cosmetic Act, as amended, or any other Law and (iv) be at levels consistent with the historical requirements of the Business as measured against the one-year period prior to the Effective Date.
(b) All existing accounts receivable relating to the Products (including those accounts receivable reflected in the Financial Statements that have not yet been collected and those accounts receivable that have arisen since the date of the Most Recent Balance Sheet and have not yet been collected): (i) represent, in all material respects, valid obligations of customers of the Business arising from bona fide transactions entered into in the ordinary course of business; and (ii) are current and will be collected in full when due, without any counterclaim or set off (net of an allowance for doubtful accounts not to exceed $15,047 in the aggregate).
Inventory; Receivables. All Inventory was acquired or manufactured in the ordinary course of business and is generally of a quality and quantity usable and saleable in the ordinary course of business. As used in this Agreement, "Inventory" means all inventory, including raw materials, work in process and finished products, packaging, items purchased for distribution or resale and items which have been ordered or purchased by the Company or its Subsidiaries, including inventory shown on the balance sheet dated December 31, 2002, or acquired thereafter. All accounts, notes and other receivables and amounts owing to the Company or any of its Subsidiaries ("Receivables") represent arm's length sales in the ordinary course of business, constitute valid claims of the Company or any of its Subsidiaries, as applicable, free and clear of Encumbrances other than Permitted Encumbrances, and are not and will not be subject to any valid claims or set off or other defense or counterclaims other than returns in the ordinary course of business, subject to the reserve for doubtful accounts. Since December 31, 2002, (i) there have not been any write-offs as uncollectible of any Receivables, except write-offs in the ordinary course of business, and (ii) there has not been a material change in the aggregate amount of Receivables and amounts owing to the Company or any of its Subsidiaries.
Inventory; Receivables. All of Sellers’ inventory of crumb rubber included in the Purchased Assets is properly packaged and saleable at normal profit margins as crumb rubber in the ordinary course of business. All of Sellers’ inventory of crumb rubber, tire-derived feedstock, leachate, rims and tubes, scrap steel, scrap wire and culled tires included in the Purchased Assets can reasonably be expected to be consumed in the ordinary course of business. All of Sellers’ accounts receivable arose from bona fide sales by Sellers, are not subject to any counterclaims, defenses or set-offs, or are otherwise in dispute, and, except to the extent of the recorded reserve for doubtful accounts specified in the Financial Statements, all of the accounts receivables are collectible in the ordinary course of business and will be fully collected without setoff within ninety (90) days after having been created using commercially reasonable efforts (excluding litigation and assignment to a collection agency).
Inventory; Receivables. Except as set forth on Schedule 3.24, all of the inventories recorded on the Wholesale Business Balance Sheet consisted of, and all inventories of the Acquired Companies immediately prior to the Closing will consist of, items usable and saleable for the purposes acquired or created in the Ordinary Course of Business, net of applicable allowances for obsolete, excessive or damaged inventories. Since the date of the Wholesale Business Balance Sheet, the inventories of the Acquired Companies have been maintained in the Ordinary Course of Business and no inventory has been sold or disposed of except through sales in the ordinary course consistent with past practices. All accounts, notes and other receivables and amounts owing to the Acquired Companies (“Receivables”) represent arm’s length sales in the Ordinary Course of Business, constitute valid claims of the Acquired Companies, as applicable, free and clear of Encumbrances other than Permitted Encumbrances, and are not and will not be subject to any valid claims or set off or other defense or counterclaims other than returns in the Ordinary Course of Business, subject to the reserve for doubtful accounts. Except as set forth on Schedule 3.24, since January 25, 2009, (i) there have not been any write-offs as uncollectible of any Receivables, except write-offs in the Ordinary Course of Business and (ii) there has not been a material change in the aggregate number of Receivables and amounts owing to the Acquired Companies.
Inventory; Receivables. (a) All of the inventories of the Company and its subsidiaries are suitable, usable or salable in the ordinary course of business for the purposes for which intended, except to the extent of normal obsolescence, and except to the extent written down to realizable market value prior to or as of October 31, 1998 or for which adequate reserves have been provided on the 1998 Balance Sheet in accordance with the accounting practices described in Section 3.06 of the Disclosure Schedule.
(b) All accounts and notes receivable of the Company and its subsidiaries reflected in the 1998 Balance Sheet or arising since October 31, 1998 have arisen in the ordinary course of business of the Company and its subsidiaries from bona fide transactions and represent valid obligations due to the Company or its subsidiaries in accordance with their terms, subject to the reserve for bad debt set forth in the 1998 Balance Sheet.
Inventory; Receivables. (a) The inventory of the Business as at April 29, 2000 was, and the inventory of the Business on the date hereof has been, and on the Closing Date will have been, manufactured or acquired in the ordinary course of business, in customary quantities and at prevailing prices. Such inventory has been and will be valued in a manner consistent with the Accounting Policies. All slow-moving (i.e., any item of inventory in excess of unmarketable, rejected, damaged or obsolete inventory has been written off or written down to net realizable value in accordance with the Accounting Policies. The inventory of the Business has also been written down by
(i) The finished goods contained in the inventory of the Business have been made in accordance with and in conformity to the specifications of the corresponding customer orders or, in cases where there are no customer specifications, are merchantable in the ordinary course of business; (ii) the work in process contained in such inventory has been made in accordance with and in conformity to the specifications of corresponding customer orders to the extent consistent with its state of completion, or is suitable to permit to produce therefrom in the ordinary and usual course finished goods that will be merchantable in the ordinary course of business; and (iii) the raw materials contained in such inventory are suitable for the purpose of filling specific customer orders, or are otherwise suitable to permit Prestolite and the Business Subsidiaries to produce therefrom in the ordinary and usual course finished goods that will be merchantable in the ordinary course of business. (The parties acknowledge that matters addressed in this Section 2.1.29(a) may also be addressed through the final inventory valuation reflected in the Purchase Price adjustment provided for in Section 1.5 and, to the extent this occurs, there shall be no duplicate recovery based on such inventory valuation under this Section 2.1.29(a)).
(b) All Accounts Receivable included in the Acquired Assets are bona fide receivables incurred in the ordinary course of business, are collectible at the aggregate recorded amounts thereof, subject to the reserve for doubtful accounts shown in the Final Closing Statement, in the ordinary course of business, and are not subject to known offsets or counterclaims.