Merchantable Sample Clauses

Merchantable. “Merchantable” shall mean that a product or component of a product (i) shall have a remaining shelf life of at least eighteen (18) months, (ii) shall conform as of the Effective Date with the specifications set forth in Exhibit B of this Agreement, (iii) shall have been manufactured, packaged, tested and handled in accordance with all applicable Legal Requirements, (iv) shall not be adulterated or misbranded within the meaning of the FDA Act and (v) shall be free and clear of any Encumbrances.
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Merchantable. The parties agree that only Inventories which are usable in the ordinary course of business and are not obsolete, damaged or defective as of the Effective Time shall be utilized in making the calculations herein. The cost to dispose of any Inventories not meeting these requirements shall be borne by Agriliance.
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Merchantable. All information, documents, and electronic media prepared by or on behalf of CHARTWELLS for the Project are the sole property of OU free of any retention rights of CHARTWELLS. CHARTWELLS hereby grants to OU an unconditional right to use, for any purpose whatsoever, any information, documents or electronic media prepared by or on behalf of CHARTWELLS for the Project, free of any copyright claims, trade secrets or other proprietary rights with respect to such documents. Upon the request of OU, CHARTWELLS shall makes its records available during normal business hours to OU, its authorized representative(s) or to any state, federal or other regulatory authority. Any such authority, OU and its authorized representative(s) shall be entitled to inspect, examine, review and copy CHARTWELLS’ records at the copying party’s reasonable expense, within adequate workspace at CHARTWELLS’ facilities. Failure by CHARTWELLS to supply substantiating records shall be reason to exclude the related cost(s) from amounts which might otherwise be payable by OU to CHARTWELLS pursuant to this Agreement. Within ten days of Final Completion, CHARTWELLS shall pay to OU an amount equal to the Capital Investment minus either the Project Price or the actual cost of completing the Project as verified by OU, whichever is less. Upon expiration of the Agreement or upon termination of this Agreement pursuant to paragraph XVI.C., above, OU shall within thirty (30) days reimburse CHARTWELLS for the unamortized balance of the Capital Investment as of the date of expiration or termination. In no event shall OU pay any interest of any sort that may have or could have accrued on the Capital Investment. OU is not required to reimburse CHARTWELLS for the unamortized balance of the Capital Investment if OU terminates the Agreement due to a material breach of the Agreement by CHARTWELLS. OU’s release from the obligation to repay the unamortized portion of the Capital Investment shall in no event be construed as a waiver by OU of any breach of this Agreement by CHARTWELLS or as limiting OU’s damages should it seek enforcement of its rights under this Agreement. CHARTWELLS agrees to expend an additional forty-six thousand six hundred dollars ($46,600) towards vehicles and computer hardware to be used to fulfill its obligations under this Agreement. CHARTWELLS shall own the vehicle and computer hardware purchased and in no event shall OU be required to reimburse CHARTWELLS for all or part of this expense u...
Sample 1
Merchantable. The parties agree that only Inventories which are usable in the ordinary course of business and are not obsolete, damaged or defective as of the Effective Time shall be utilized in making the calculations herein. The cost to dispose of any Inventories not meeting these requirements shall be borne by Agriliance. (c) Ordinary Course of Business. The valuations performed hereunder assume inventory movements in the ordinary course of business, consistent with past practice. The economic effect of any unusual inventory movements prior to the Effective Time will be taken into account by the parties in determining value distributed hereunder. 6.4
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Related to Merchantable

  • Merchantable Inventory All Inventory is in all material respects of good and marketable quality, free from all material defects.

  • Title to Equipment Title shall vest in the Contractor to all equipment purchased hereunder.

  • Real Property; Title to Assets (a) The Company does not own any real property.

  • Physical Inventory The Contractor shall periodically perform, record, and disclose physical inventory results. A final physical inventory shall be performed upon contract completion or termination. The Property Administrator may waive this final inventory requirement, depending on the circumstances (e.g., overall reliability of the Contractor’s system or the property is to be transferred to a follow-on contract).

  • Inventory To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

  • Quality All products will be new and unused. All products provided by the Contractor must meet all federal, state, and local standards for quality and safety requirements. Products not meeting the requirements of this section will be deemed unacceptable and returned to the Contractor for credit at no charge to the State.

  • Good Title to Property The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal) described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

  • Physical Inventories (a) The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers so long as such participation does not disrupt the normal inventory schedule or process.

  • Title to Assets; Real Property (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

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