Owned Inventory Sample Clauses

Owned Inventory. Such of the Seller’s or the Transferred Subsidiaries’ inventories of raw materials, work-in-process, finished goods, supplies, components, and related packaging materials held at GCC and the Tennessee BAX hub (together, the “GCC Facilities”) as are set forth in or otherwise described in Schedule 1.01(b) (the “Transferred Organization Inventory”); provided, however, that (i) Seller will be responsible for all delivery refusals and will own the inventory related to any such refusal when it comes back, (ii) Seller will be responsible for all returns of products sold prior to the Closing Date where such returns occur within 30 days after the Closing Date, and will similarly own the inventory associated with such returns and (iii) Seller will collect payment for and recognize revenue in respect of all products delivered to and held at a NSP Vendor prior to the Closing Date and will be responsible for completing delivery of such products from NSP Vendors to end-users. The parties acknowledge and agree that (x) a portion of the Transferred Organization Inventory shall be transferred from Seller to GCC immediately prior to the Closing Date and (y) the intracompany account payable from GCC to Seller that results from such transfer shall be cancelled as of the Closing Date, with the Note and other consideration payable to Seller pursuant to Article 4 substituting therefor.
Sample 1
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Related to Owned Inventory

  • Returned Inventory If an Account Debtor has an authorized return and returns any Inventory covered by such return to such Grantor when no Event of Default exists, then such Grantor shall promptly determine the reason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. Such Grantor shall deliver a monthly report to the Administrative Agent setting forth all such returns involving an amount in excess of $10,000,000. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to such Grantor when an Event of Default exists, such Grantor, upon the request of the Administrative Agent, shall: (i) hold the returned Inventory in trust for the Administrative Agent; (ii) dispose of the returned Inventory solely according to the Administrative Agent’s written instructions; and (iii) not issue any credits or allowances with respect thereto in an amount exceeding $500,000 in the aggregate during any Fiscal Month without the Administrative Agent’s prior written consent. All returned Inventory shall be subject to the Administrative Agent’s Liens thereon. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor with respect to such returned Inventory and such returned Inventory shall not be Eligible Inventory unless such Inventory constitutes Third Party Logistics Goods.

  • 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.

  • Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

  • Physical Inventory Borrower shall conduct a physical count of the Inventory at such intervals as FINOVA requests and promptly supply FINOVA with a copy of such accounts accompanied by a report of the value (calculated at the lower of cost or market value on a first in, first out basis) of the Inventory and such additional information with respect to the Inventory as FINOVA may request from time to time.

  • Location of Equipment and Inventory All Equipment and Inventory are (i) located at the locations indicated on Schedule 4 (ii) in transit to such locations or (iii) in transit to a third party purchaser which will become obligated on a Receivable to the Debtor upon receipt. Except for Equipment and Inventory referred to in clauses (ii) and (iii) of the preceding sentence, the Debtor has exclusive possession and control of the Inventory and Equipment.

  • 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.

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

  • Accounts and Inventory Each Account or item of Inventory which Borrower shall, expressly or by implication, request Lender to classify as an Eligible Account or as Eligible Inventory, respectively, shall, as of the time when such request is made, conform in all respects to the requirements of such classification as set forth in the respective definitions of "Eligible Account" and "

  • As to Equipment and Inventory The Grantor hereby agrees that it shall

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

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