Products and Inventories. The Inventories: (i) are of a quality in conformity in all material respects with the warranties given by the Company or any of its Subsidiaries pursuant to supply Contracts or any other Contracts to which they are a party, (ii) are of a quality in conformity in all material respects with industry standards, (iii) are not subject to a voluntary recall by the Company or any of its Subsidiaries, by the manufacturer or distributor of the Inventories or any Governmental Entity, and to the Company’s Knowledge, there is no threat of any such recall, (iv) with respect to the portion of the Inventories consisting of finished products, are Saleable, (v) with respect to the portion of the Inventories consisting of raw materials and work-in-progress, is of a quality usable in the production of finished products, and (vi) since November 14, 2018, have been manufactured and produced in accordance, in all material respects with, and meet all material requirements of, applicable Law (other than Cannabis Laws), and meet the material specifications in all Contracts, with customers of the Company relating to the sale of such products, in each case, except to the extent written off or written down to fair market value or for which adequate reserves have been established. All Inventories are owned by the Company free and clear of all Liens other than Permitted Liens, and no Inventories are held on a consignment basis from others. The level of Inventories is consistent with the level of inventories that has been maintained in the operation of the Business prior to the date hereof in accordance with the operation of the Business in the Ordinary Course. Without limiting the generality of this Section (20), all products previously or currently produced, distributed or sold by, and all services provided by, the Company have been produced, packaged, labeled, advertised, distributed and sold (or in the cases of services, provided) in accordance with and meet all material requirements of, applicable Law (other than Cannabis Laws), in all material respects, and meet the material specifications in all Contracts with customers of the Company relating to the sale of such products in the Ordinary Course, (x) there have been no material claims against the Company pursuant to any product warranty or with respect to the production, distribution or sale of defective or inferior products or with respect to any warnings or instructions...
Products and Inventories. 2.12.1 To the best of the Knowledge of Seller and each Shareholder, all products held or intended for sale (“Inventories”) of Company reflected in the Unaudited Interim Balance Sheet are merchantable, and comply with all Legal Requirements. All Inventories at the Closing will be owned by Company free and clear of any Encumbrance.
Products and Inventories. 36 Section 4.25 Officers, Directors and Key Employees ................... 36 Section 4.26 Year 2000 ............................................... 37
Products and Inventories. The Inventories: (i) are of a quality in conformity in all material respects with the warranties given by the Company or any of its Subsidiaries pursuant to supply Contracts or any other Contracts to which they are a party, (ii) are of a quality in conformity in all material respects with industry standards, (iii) are not subject to a voluntary recall by the Company or any of its Subsidiaries, by the manufacturer or distributor of the Inventories or any Governmental Entity, and to the Company’s knowledge, there is no threat of any such recall, (iv) with respect to the
Products and Inventories. 4.12.1 All raw materials, work-in-process, finished goods and packaging materials ("Inventories") of AJOL reflected in the AJOL March 31, 2002 audited balance sheet are merchantable, and comply with all Legal Requirements. At the Closing Date, such Inventories will not be excessive in kind or amount in light of AJOL's historical business needs and practices. The portions thereof consisting of finished goods will be fully salable in the Ordinary Course of Business consistent with normal business practices at normal list prices and terms without discounts. The portions thereof consisting of goods in process and packaging materials will not be obsolete and will be of a quality useable in the production and packaging of such finished goods. All Inventories at the Closing Date will be owned by AJOL free and clear of any Encumbrance. AJOL has not made any sales on consignment or granted return privileges to any purchaser of its finished goods other than normal defect or damage allowances.
Products and Inventories. The values of the inventories of Cosi reflected on the Cosi Financial Statements and carried on the books of account of Cosi reflect the normal inventory valuation policies of Cosi and are carried in accordance with GAAP, consistently applied. Except as reflected in the Cosi Financial Statements for the fiscal year ended December 27, 1998, such inventories do not include any material amount of obsolete or defective materials or any material amount of excess stock items (assuming the continuation of operations as currently conducted at their current levels).
Products and Inventories. The values of the inventories of Xando and its Subsidiaries reflected on the Xando Financial Statements and carried on the books of account of Xando and its Subsidiaries reflect the normal inventory valuation policies of Xando and are carried in accordance with GAAP, consistently applied. Except as reflected in the Xando Financial Statements for the fiscal year ended December 27, 1998, such inventories do not include any material amount of obsolete or defective materials or any material amount of excess stock items (assuming the continuation of operations as currently conducted at their current levels).
Products and Inventories. (a) Except as specifically disclosed in Schedule 2.12, all raw materials, work-in-process, finished goods and packaging materials ("Inventories") of the Company reflected in the unaudited interim balance sheet are merchantable, and comply in all material respects with all Legal Requirements. At Closing, such Inventories will not be excessive in kind or amount in light of the Company's historical business needs and practices. The portions thereof consisting of finished goods will be fully salable in the Ordinary Course of Business consistent with normal business practices at normal list prices and terms without discounts. The portions thereof consisting of goods in process and packaging materials (excluding such materials associated with scheduled product re-launches with an aggregate value not in excess of $75,000) will not be obsolete or impaired in value and will be of a quality and quantity reasonably expected to be saleable inventory in the Ordinary Course of Business within six (6) months in the production and packaging of such finished goods. All Inventories at the Closing will be owned by the Company free and clear of any Encumbrance. The Company has not made any sales on consignment or granted return privileges to any purchaser of its finished goods other than normal defect or damage allowances.
Products and Inventories. The Sellers have provided the Purchaser a list of products and inventories (“Product List”). The Product List has truly, accurately and completely set forth all medicines currently produced by the Company and the Drug Approval Numbers of the medicines (“Medicine in Process”), the medicine planned to be produced, and the inventories of all medicines. The Company will not cease to produce or downsize the production scale of the Medicine in Process. To the knowledge of the Company, the Medicine in Process will not be subject to any obstruction or restriction, and the Drug Approval Numbers will not be revoked or declared invalid.
