OTHER BUSINESS INVENTORY Sample Clauses

OTHER BUSINESS INVENTORY. (a) On the Closing Date, General Xxxxx shall sell, convey, transfer and assign to Buyer, or cause its Affiliates to sell, convey, transfer and assign to Buyer, the Other Business Inventory with respect to each Other Business, except for an amount of such inventory with respect to such Other Business necessary for General Xxxxx to fill purchase orders with respect to each such Other Business existing as of the Closing Date, which inventory Buyer hereby permits General Xxxxx to retain in order to fill such orders and which inventory shall not be deemed to be Other Business Inventory for purposes of this Agreement. Within thirty (30) days following the Closing Date, General Xxxxx shall prepare and deliver to Buyer a statement setting forth the type and value of the Other Business Inventory, as of the Closing Date, transferred and assigned to Buyer on the Closing Date, which statement shall be derived from a physical taking of such Other Business Inventory as of the Closing Date and shall be prepared in a manner consistent with the Inventory Standards (the "Other Business Inventory Statement"). Buyer and its representatives shall have such opportunity as Buyer reasonably deems appropriate to observe the taking and reconciliation of such Other Business Inventory (which may begin prior to the Closing Date) in connection with the preparation of the Other Business Inventory Statement. Buyer shall provide General Xxxxx and its accountants full access to the books and records, to any other information, including work papers of its accountants, and to any employees of Buyer, in each case as may be reasonably necessary for General Xxxxx to prepare the Other Business Inventory Statement, to respond to Buyer's Other Business Objection (as defined herein) and to prepare materials for presentation to the CPA Firm in connection with the matters contemplated by Section 7.13(c). (b) Buyer shall, within thirty (30) days after the delivery by General Xxxxx of the Other Business Inventory Statement, complete its review thereof. After delivery of the Other Business Inventory Statement, General Xxxxx shall provide Buyer and its accountants full access to all books and records, to any other information, including working papers of its accountants, and to any employees of Sellers, in each case used in the preparation of the Other Business Inventory Statement or as may otherwise be reasonably necessary for Buyer to prepare the Buyer's Other Business Objection and to prepare material...
Sample 1
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OTHER BUSINESS INVENTORY. All Business Inventory (other than Plant Inventory) is and will, as of the Closing Date, consist of items that are of a quantity and quality which are usable and/or salable in the Ordinary Course; and no such Business Inventory is obsolete, damaged or defective, or subject to any write-down or write-off. Seller has on hand or has ordered and expects timely delivery of such quantities of raw materials and supplies and has on hand such quantities of work in process and finished goods as are reasonably required to fill current orders on hand in a timely manner consistent with normal business practices and to maintain the manufacture and shipment of products (including Plant Inventory) at its normal level of operations.
Sample 1

Related to OTHER BUSINESS INVENTORY

  • Other Business Interests The Trustees shall devote to the affairs of the Trust (including every Series thereof) such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor the officers, directors, shareholders, partners or employees of the Trustees, if any, shall be expected to devote their full time to the performance of such duties. The Trustees, or any Affiliate, shareholder, officer, director, partner or employee thereof, or any Person owning a legal or beneficial interest therein, may engage in, or possess an interest in, any business or venture other than the Trust or any Series thereof, of any nature and description, independently or with or for the account of others. None of the Trust, any Series thereof or any Shareholder shall have the right to participate or share in such other business or venture or any profit or compensation derived therefrom.

  • Other Business Ventures The Executive agrees that, so long as he is employed by the Company, he will not own, directly or indirectly, any controlling or substantial stock or other beneficial interest in any business enterprise which is engaged in, or competitive with, any business engaged in by the Company. Notwithstanding the foregoing, the Executive may own, directly or indirectly, up to 5% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market.

  • 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.

  • Other Businesses Each Member and Manager may engage in any business whatsoever, including a business that is competitive with the business of the Company, and the other Members shall have no interest in such businesses and no claims on account of such businesses, whether such claims arise under the doctrine of “corporate opportunity,” an alleged fiduciary obligation owed to the Company or its members, or otherwise. Without limiting the preceding sentence, the Members acknowledge that the Manager and/or its affiliates intend to sponsor, manage, invest in, and otherwise be associated with other entities and business investing in the same assets classe(es) as the Company, some of which could be competitive with the Company. No Member shall have any claim against the Manager or its affiliates on account of such other entities or businesses.

  • Other Business The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

  • Inventories All of the Assets constituting inventory are owned or used by Company, are in good, current, standard and merchantable condition and are not obsolete or defective.

  • Other Business Activities During the Term, Employee will not, without the prior written consent of the Company, directly or indirectly engage in any other business activities or pursuits whatsoever, except activities in connection with any charitable or civic activities, personal investments and serving as an executor, trustee or in other similar fiduciary capacity; provided, however, that such activities do not interfere with his performance of his responsibilities and obligations pursuant to this Agreement.

  • Property Inventory and Protection of Assets Grantee will; 1. maintain an inventory of equipment, supplies defined as controlled assets, and property described in this Contract and submit to the assigned contract manager, upon request. 2. maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. 3. if Grantee is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, use the proceeds to repair or replace those assets.

  • Other Business Opportunities The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company. Neither the Member or any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by it. Neither the Company nor any person or entity affiliated with the Company shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.

  • Inventory and Equipment On the date hereof, the Inventory and the Equipment (other than mobile goods) are kept at the locations listed on Schedule 5.

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