Products and Inventory Sample Clauses

Products and Inventory. The Company represents and warrants that all Products and Inventory have been recovered, processed and stored in accordance with all applicable local, state, and federal rules and regulations and American Association of Tissue Bank guidelines. Section 3.4 of the Disclosure Statement sets forth (a) the valuation assigned to each Product and each item of Inventory and Products, (b) the product code of each Product and each item of Inventory, and (c) the expiration date for each Product in Inventory as of April 10, 2000.
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Products and Inventory. All inventories reflected in the ---------------------------- Financial Statements or included in Net Working Capital are useable or saleable in the ordinary course of the Business (within the guideline dates shelf-life for the particular product or package) and, in the case of finished goods, have a minimum remaining shelf-life of at least two (2) months. No material amounts of inventory are obsolete. Except as set forth on Schedule 4.18, no inventories ------------- reflected in the Financial Statements or included in Net Working Capital (i) relate to discontinued operations, (ii) relate to terminated or otherwise discontinued private label arrangements or (iii) otherwise utilize or incorporate trade dress or other customer-specific packaging or promotional materials which are no longer saleable pursuant to customer arrangements that will be available to Buyer immediately after the Closing.
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Products and Inventory. The Inventory was acquired or manufactured in the ordinary course of business consistent with past practice. The Inventory included in the Purchased Assets (whether finished goods or otherwise) as of the Closing will be of a quality consistent in all material respects with such inventories maintained by the Business in the ordinary course of business and will be saleable or useable in the ordinary course of business at normal profit margins. All Inventory is valued at the lower of cost or market, the cost thereof being determined by the standard cost method. The finished goods Inventory included in the Purchased Assets as of the Closing (i) is not adulterated or misbranded, (ii) is merchantable and useable in the ordinary course of business, and (iii) may be shipped in interstate commerce in accordance with all applicable Laws, including the Federal Food, Drug and Cosmetic Act, as amended, regulations promulgated thereunder, and requirements imposed by the FDA pursuant to applicable statute and regulation. The quantities of each item of Inventory (whether raw materials, work-in process or finished goods) are not excessive, but are reasonable in the present circumstances of the Business. All of the Inventory complies with Seller’s internal quality assurance guidelines.
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Products and Inventory. Except as is not, or would not reasonably be expected to be, individually or in the aggregate, material to the Business, all of the Business Inventory included in the Purchased Assets (whether finished goods or otherwise) as of the Closing will be of a quality consistent with such inventories maintained by the Business in the Ordinary Course of Business and saleable or useable in the Ordinary Course of Business. All of the finished goods Business Inventory included in the Purchased Assets as of the Closing (i) is not adulterated or misbranded in any material respect, (ii) is merchantable and useable in the Ordinary Course of Business in all material respects, and (iii) may be shipped in interstate commerce in accordance with all applicable Laws, including the Federal Food, Drug and Cosmetic Act, as amended, the regulations promulgated thereunder and requirements imposed by the FDA pursuant to applicable statute and regulation. Except as is not, or would not reasonably be expected to be, individually or in the aggregate, material to the Business, and except with respect to licenses under the Business Contracts or any Material Contracts, no Business Inventory is subject to any licensing, Patent, royalty, Mark, trade name or Copyright agreements with any other Person, and the completion of manufacture or sale or other disposition of any Business Inventory after the Closing will not require the Approval of any Person and will not constitute a breach or default under any Contract to which Seller or any of its Affiliates is a party or to which the Business Inventory is subject. Except as is not, or would not reasonably be expected to be, individually or in the aggregate, material to the Business, all Business Inventory complies, in all material respects, to the extent applicable, with all applicable Laws.
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Products and Inventory. Except as set forth in Section 3.27 of the Disclosure Schedule, since July 1, 2005, neither of the Companies nor any of the Company Subsidiaries has, and, with respect to the Business, none of the Seller or any of its Affiliates has, received any written notice or, to the Knowledge of the Seller, any oral notice, relating to any claim involving use of or exposure to any of the products (or any part or component thereof) sold or services performed by the Business or either of the Companies or any of the Company Subsidiaries, including for negligence, strict liability, design or manufacturing defect, conspiracy, failure to warn, breach of express or implied warranties of merchantability or fitness for any purpose or use, or from any alleged breach of implied warranties or representations or any alleged noncompliance with any applicable Laws pertaining to products liability matters, other than non-recurring claims, events and complaints that are addressed by manufacturers or suppliers to the Companies and the Company Subsidiaries.
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Products and Inventory. (a) Except as disclosed in Section 4.40 of the Sellers’ Disclosure Letter, to the knowledge of the Sellers, the Inventory: (i) is of a quality in conformity in all material respects with the warranties given by the Acquired Entities pursuant to supply Contracts or any other Contracts to which they are a party; (ii) is of a quality in conformity in all material respects with industry standards; (iii) is not subject to a voluntary recall by any Acquired Entity, by the manufacturer or distributor of the Inventory or any Governmental Authority, and to the Sellers’ knowledge, there is no threat of any such recall; (iv) with respect to the portion of the Inventory consisting of finished products, is saleable; (v) with respect to the portion of the Inventory consisting of raw materials and work-in-progress, is of quality usable in the production of finished products; and (vi) has been manufactured and produced in accordance, in all material respects with, and meet all material requirements of, applicable Law, and meet the material specifications in all Contracts with customers of the Acquired Entities 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. (b) All Inventory is owned by the Acquired Entities free and clear of all Liens other than Permitted Liens, and no Inventory is held on a consignment basis from others. The level of Inventory is consistent with the level of inventories that has been maintained in the operation of the Business in the Ordinary Course prior to the date hereof. (c) Without limiting the generality of the foregoing, all products previously or currently produced, distributed or sold by, and all services provided by, the Acquired Entities, have been produced, packaged, labeled, advertised, distributed and sold (or in the case of services, provided) in accordance with, and meet all material requirements of, applicable Laws, in all material respects, and meet the material specifications in all Contracts with customers of the Acquired Entities relating to the sale of such products in the Ordinary Course, and (x) there have been no material claims against any Acquired Entity 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 concerning such products and (y) other than as disclosed in Section 4.40(c) of ...
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Products and Inventory. (a) No Company Products have been (i) recalled, (ii) the subject of a correction, removal action, or other market withdrawal, or (iii) suspended, withdrawn or discontinued as a result of any action by FDA or any applicable similar Governmental Authority. (b) No Proceeding (which, with respect to any investigation or inquiry is limited to the Company’s Knowledge) by the FDA or any similar Governmental Authority involving a voluntary or mandatory recall of the Company Products is pending or, to the Company’s Knowledge, threatened, and during the past three (3) years, there has been no written communication from or to any such Governmental Authority concerning a voluntary or mandatory recall or issued a safety alert, warning, or “dear doctor” letter of any of the Company Products. (c) To the Company’s Knowledge, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with or without notice or lapse of time or both) give rise to or serve as a basis for any recall, correction, removal action, market withdrawal or other similar action of any Company Product. (d) All finished Company Product in inventory is in good and marketable condition and is saleable or useable (as applicable) in the ordinary course of business consistent with past practice.
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Products and Inventory. 29 5.17 Absence of Certain Changes or Events.................................... 29
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Products and Inventory. The Seller has not received any written notice with respect to the recall of any of the finished products of the Acquired Business. To the knowledge of the Seller, there is no basis to believe that any of the finished products of the Acquired Business may be subject to recall. The raw materials, supplies and work-in-process included in the Inventory are usable in the ordinary course of business, and the finished goods included in the Inventory are in merchantable condition in the ordinary course of business, except for obsolete and slow moving Inventories for which adequate reserves have been made. The raw materials, supplies and work-in-progress included in the Inventory are similar in quality and quantity to the raw materials, supplies and work-in-progress generally included in the Inventory of the Acquired Business in the past.
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Related to Products and Inventory

  • 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.

  • 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 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.

  • As to Equipment and Inventory Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory in transit and Inventory sold in the ordinary course of business) at the places therefor specified in Section 3.1.1 or, upon 30 days' prior written notice to Agent, at such other places in a jurisdiction where all representations and warranties set forth in Article III (including Section 3.1.6) shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 shall have been taken with respect to the Equipment and Inventory; (b) with respect to any Equipment or Inventory in the possession or control of any Third Party or any of Grantor's agents, notify such Third Party or agent of Agent's security interest in such Equipment or Inventory and, upon Agent's request following the occurrence and during the continuance of an Event of Default, direct such Third Party or agent to hold all such Equipment or Inventory for Agent's account and subject to Agent's instructions; (c) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer's manual; and forthwith, or in the case of any material loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to Agent a statement respecting any loss or damage to any of the Equipment within ten (10) business days after Grantor obtains knowledge of any such loss or damage; and (d) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with Generally Accepted Accounting Principles have been set aside.

  • Inventory and Supplies Administrator shall order, purchase and provide to the Group on a timely basis inventory and supplies, and such other ordinary, necessary or appropriate materials which are requested by the Group and which the Group shall reasonably determine to be necessary in the operation of the Practice on the same terms commercially available to Administrator. Such inventory, supplies and other materials shall be included in Practice Expenses at their cost to Parent or Administrator, as the case may be.

  • 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.

  • 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.

  • Location of Inventory and Equipment The Inventory and Equipment are not stored with a bailee, warehouseman, or similar party (without Foothill's prior written consent) and are located only at the locations identified on Schedule 6.12 or otherwise permitted by Section 6.12.

  • Eligible Inventory For purposes of this Agreement, Eligible Inventory shall exclude any Inventory to which any of the exclusionary criteria set forth below applies. The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Inventory from time to time in its reasonable credit judgment. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Original Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust the applicable advance rate with respect to Eligible Inventory, in its reasonable credit judgment, subject to the approval of the Supermajority Lenders in the case of adjustments, new criteria, changes in the applicable advance rate or the elimination of Reserves which have the effect of making more credit available. Eligible Inventory shall not include any Inventory of Borrower or any Borrowing Base Guarantor that: (i) the Collateral Agent, on behalf of Secured Parties, does not have a first priority and exclusive perfected Lien on such Inventory; (ii) is not located on premises in United States or Canada; (iii) (A) is located on premises leased by Borrower or a Borrowing Base Guarantor, unless (x) at such location the aggregate value of Inventory exceeds $250,000, and (y) either (1) a reasonably satisfactory Landlord Lien Waiver and Access Agreement has been delivered to the Collateral Agent, or (2) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto or (B) is stored with a bailee or warehouseman where the aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably satisfactory, acknowledged bailee waiver letter has been received by the Collateral Agent or (y) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto, or (C) is located at an owned location subject to a mortgage in favor of a lender other than the Collateral Agent where the aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably satisfactory mortgagee waiver has been delivered to the Collateral Agent or (y) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto; (iv) is placed on consignment (other than Eligible Consigned Inventory); (v) is covered by a negotiable document of title, unless such document has been delivered to the Collateral Agent with all necessary endorsements, free and clear of all Liens except those in favor of the Collateral Agent and the Lenders and landlords, carriers, bailees and warehousemen if clause (iii) above has been complied with; (vi) is to be returned to suppliers; (vii) is obsolete, unsalable, shopworn, seconds, damaged or unfit for sale; (viii) is slow moving (in excess of 1-year supply); (ix) consists of display items, samples or packing or shipping materials, manufacturing supplies or replacement parts (it being understood that Eligible Inventory shall not exclude work-in-process Inventory if it is not excluded in accordance with other criteria set forth herein, unless otherwise determined by the Administrative Agent in its reasonable credit judgment); (x) is not of a type held for sale in the ordinary course of Borrower’s or any Borrowing Base Guarantor’s, as applicable, business; (xi) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (xii) consists of Hazardous Material or goods that can be transported or sold only with licenses that are not readily available; (xiii) is not covered by casualty insurance maintained as required by Section 5.04; (xiv) consists of custom made Inventory which is not saleable to any other customer or in ordinary course; (xv) is in transit; or (xvi) is subject to any licensing arrangement the effect of which would be to limit the ability of Collateral Agent, or any Person selling the Inventory on behalf of Collateral Agent, to sell such Inventory in enforcement of the Collateral Agent’s Liens, without further consent or payment to the licensor or other.

  • 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. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. (c) For any item of Inventory consisting of Eligible Inventory in any Transaction Report, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents; and (v) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or any location permitted under Section 7.2).

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