MISCELLANEOUS INVENTORIES Sample Clauses

MISCELLANEOUS INVENTORIES. At the Closing, the Buyer shall purchase all useable gas, oil and grease, all undercoat material and body materials in unopened cans and such other miscellaneous useable and saleable articles in unbroken lots (including office supplies) which (i) are on the Seller's dealership premises, (ii) are owned by the Seller on the Closing Date, (iii) do not represent more than a sixty (60) day supply of any particular item(s), and (iv) are identified in the Inventory taken by the Inventory Service on the Inventory Date the ("MISCELLANEOUS INVENTORIES"). The purchase price for the Miscellaneous Inventories shall be equal to the replacement cost of the Miscellaneous Inventories as determined by the Inventory Service and set forth on the Inventory (the sum of all prices of the Miscellaneous Inventories pursuant to the terms of this Section 5.1 shall be referred to herein as the "MISCELLANEOUS INVENTORIES PURCHASE PRICE").
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MISCELLANEOUS INVENTORIES. All other Inventories at the Ethanol Plant that cannot be measured, will transfer to Buyer or Buyer’s Affiliate at Closing for no additional consideration in accordance with the Agreement.
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MISCELLANEOUS INVENTORIES. Miscellaneous ------------------------- ------------- Inventories" shall include all useable gas, oil and grease, all undercoat ----------- material and body materials in unopened cans and such other miscellaneous useable and saleable articles in unbroken lots (including office supplies) which are owned by the Company on the Closing Date provided that Miscellaneous Inventories shall not include any miscellaneous inventories which represent more than a sixty (60) day supply of any particular item(s). The value of the Miscellaneous Inventories shall be equal to the replacement cost of the Miscellaneous Inventories as determined by the Inventory Service and set forth on the Inventory. The Closing Balance Sheet shall allocate no value to any miscellaneous items that are not included in the Miscellaneous Inventories, including such items of miscellaneous inventories which represent more than a sixty (60) day supply of such item, and the Seller may cause the Company to divest any such miscellaneous items prior to Closing in accordance with Section 1.5.
Sample 1
MISCELLANEOUS INVENTORIES. MISCELLANEOUS INVENTORIES" shall include (a) all useable gas, oil and grease, all undercoat material and body materials in unopened cans and such other miscellaneous useable and saleable articles in unbroken lots (including office supplies) which are owned by the Company on the Closing Date provided that Miscellaneous Inventories shall not include any miscellaneous inventories which represent more than a sixty (60) day supply of any particular item(s) and (b) all t-shirts, caps and other clothing items which bear the Company's logo and are not defective or damaged in any manner. The value of the Miscellaneous Inventories shall be equal to the current replacement cost of the Miscellaneous Inventories as determined by the Inventory Service and set forth on the Inventory; provided, however, the value of such shirts, caps and other clothing items shall be equal to the Company's actual cost thereof. In the event that the Buyer and the Sellers' Agent cannot agree upon a value with respect to any particular miscellaneous items, then such items shall not be included in the Miscellaneous Inventories. Such miscellaneous items shall be considered Excluded Assets, and such miscellaneous items shall be valued on the Closing Balance Sheet and disposed of in accordance with Subsection XI.
Sample 1
MISCELLANEOUS INVENTORIES. MISCELLANEOUS INVENTORIES" shall include all useable gas, oil and grease, all undercoat material and body materials in unopened cans and such other miscellaneous useable and saleable articles in unbroken lots (including office supplies) which are owned by the Company on the Closing Date provided that Miscellaneous Inventories shall not include any miscellaneous inventories which represent more than a sixty (60) day supply of any particular item(s). The value of the Miscellaneous Inventories shall be equal to the replacement cost of the Miscellaneous Inventories as determined by the Inventory Service and set forth on the Inventory. The Closing Balance Sheet shall allocate no value to any miscellaneous items that are not included in the Miscellaneous Inventories, and the Sellers may divest any such miscellaneous items prior to Closing in accordance with Section 1.7.
Sample 1
MISCELLANEOUS INVENTORIES. 14 5.2 MISCELLANEOUS ITEMS NOT INCLUDED IN THE INVENTORY............................15 5.3
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MISCELLANEOUS INVENTORIES. For purposes of the Closing Balance Sheet, the Assets shall include all useable gas, oil and grease, all undercoat material and body materials in unopened cans and such miscellaneous useable and saleable articles in unbroken lots (including boutique accessories and pro shop items) which (i) are on the Company's dealership premises, (ii) are owned by the Company on the Effective Closing Date, and (iii) are identified in the Inventory taken by the Inventory Service on the Inventory Date (the foregoing being, collectively, "MISCELLANEOUS INVENTORIES"). For purposes of calculating the Net Book Value, the value of the Miscellaneous Inventories shall be equal to the replacement cost of the Miscellaneous Inventories as determined by the Inventory Service and set forth on the Inventory (the sum of all values of the Miscellaneous Inventories pursuant to the terms of this Section 5.1 shall be referred to herein as the "MISCELLANEOUS INVENTORIES VALUE").
Sample 1
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Related to MISCELLANEOUS INVENTORIES

  • Miscellaneous Assets Any other tangible or intangible assets, properties or rights of any kind or nature not otherwise described above in this Section 2.1 and now or hereafter owned or used by Seller in the operation of the Station, including but not limited to all goodwill of the Station.

  • Miscellaneous Expenses ▪ Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim. ▪ Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred. ▪ A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate. ▪ SWIFT reporting and message fees. Margin Management Services Requires U.S. Bank as custodian for all assets $30,000 annual program fee (includes up to 4 Account Control Agreements) $7,500 annual fee per each additional Account Control Agreement. Fees are calculated pro rata and billed monthly Extraordinary Services – Extraordinary services are duties or responsibilities of an unusual nature, including termination, but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge will be assessed based on the nature of the service and the responsibility involved. At our option, these charges will be billed at a flat fee or at our hourly rate then in effect. Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. The fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to the client directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. *Subject to annual CPI increase – All Urban Consumers – U.S. City Average

  • Miscellaneous Charges The Fund shall be charged for the following products and services as applicable: o Ad hoc reports o Ad hoc SQL time o COLD Storage o Digital Recording o Banking Services, including incoming and outgoing wire charges o Microfiche/microfilm production o Magnetic media tapes and freight o Manual Pricing o Materials for Rule 15c-3 Presentations o Pre-Printed Stock, including business forms, certificates, envelopes, checks and stationary

  • Miscellaneous and General 9.1. Survival.....................................................................49 9.2. Modification or Amendment....................................................50 9.3.

  • Miscellaneous Provisions Section 11.01

  • Records and Miscellaneous Duties The Bank shall create, maintain and preserve all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Fund under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state tax laws and any other law or administrative rules or procedures which may be applicable to the Fund. All books of account and records maintained by the Bank in connection with the performance of its duties under this Agreement shall be the property of the Fund, shall at all times during the regular business hours of the Bank be open for inspection by authorized officers, employees or agents of the Fund, and in the event of termination of this Agreement shall be delivered to the Fund or to such other person or persons as shall be designated by the Fund. Disposition of any account or record after any required period of preservation shall be only in accordance with specific instructions received from the Fund. The Bank shall assist generally in the preparation of reports to shareholders, to the Securities and Exchange Commission, including Forms N-SAR and N-1Q, to state "blue sky" authorities and to others, audits of accounts, and other ministerial matters of like nature; and, upon request, shall furnish the Fund's auditors with an attested inventory of securities held with appropriate information as to securities in transit or in the process of purchase or sale and with such other information as said auditors may from time to time request. The Custodian shall also maintain records of all receipts, deliveries and locations of such securities, together with a current inventory thereof, and shall conduct periodic verifications (including sampling counts at the Custodian) of certificates representing bonds and other securities for which it is responsible under this Agreement in such manner as the Custodian shall determine from time to time to be advisable in order to verify the accuracy of such inventory. The Bank shall not disclose or use any books or records it has prepared or maintained by reason of this Agreement in any manner except as expressly authorized herein or directed by the Fund, and the Bank shall keep confidential any information obtained by reason of this Agreement.

  • Miscellaneous Terms The term "or" is disjunctive; the term "and" is conjunctive. The term "shall" is mandatory; the term "may" is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term "including" is by way of example and not limitation.

  • Miscellaneous Matters The Company has presently outstanding unsecured non-convertible debt with a term of issue of at least four years, which is rated by a nationally recognized statistical rating organization in one of its four highest generic rating categories. The Company has filed with the Commission all material required to be filed pursuant to Sections 13, 14 or 15(d) of the Exchange Act since April 30, 2013.

  • Miscellaneous Transactions (A) PFPC Trust is authorized to deliver or cause to be delivered Property against payment or other consideration or written receipt therefor in the following cases:

  • Other Miscellaneous Provisions The provisions of Sections 9.6, 9.8, 9.9, 9.11 and 9.12 of the Merger Agreement shall be incorporated into to this Agreement, mutatis mutandis, except for such changes as are required to comply with applicable Law.

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