Safekeeping of Inventory and Inventory Covenants Sample Clauses

Safekeeping of Inventory and Inventory Covenants. Neither the Agent nor any Lender shall be responsible for: (a) the safekeeping of the Inventory; (b) any loss or damage to the Inventory; (c) any diminution in the value of the Inventory; or (d) any act or default of any carrier, warehouseman, bailee, forwarding agency or any other Person. All risk of loss, damage, destruction or diminution in value of the Inventory shall be borne by the Borrower absent the gross negligence or willful misconduct of the Agent or any Lender. No Inventory shall be stored with a bailee, warehouseman, consignee or similar third party unless the Borrower first (i) obtains the Agent's written consent which shall not be unreasonably withheld and (ii) furnishes to the Agent such agreements, instruments and documents as the Agent shall in its sole discretion specify with respect to such stored Inventory, including without limitation any negotiable warehouse receipts or other documents of title. The Borrower shall not sell any Inventory to any customer on a xxxx-and-hold basis. The Borrower shall notify the Agent if the Borrower has on its premises for processing or otherwise, inventory or other goods owned by other Persons and the Borrower agrees to keep all such inventory and goods segregated from the Borrower's own Inventory.
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Safekeeping of Inventory and Inventory Covenants. Neither Agent nor any Lender shall be responsible for: (i) the safekeeping of the Inventory; (ii) any loss of or damage to the Inventory; (iii) any diminution in the value of the Inventory; or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency or any other Person. As between the Borrowers, Agent and Lenders, all risk of loss, damage, destruction or diminution in value of the Inventory shall be borne by Borrowers. No Inventory of a Borrower shall be, without Agent's prior written consent, at any time or times hereafter stored with a bailee, warehouseman, consignee or similar third party, other than warehousemen or bailees as to which such Borrower has notified Agent and which have signed an agreement in favor of Agent in form and substance satisfactory to Agent. No Borrower shall sell any of its Inventory on a xxxx-and-hold, guaranteed sale, sale-or-return, sale on approval or consignment basis or any other basis subject to a repurchase obligation or return right (except Permitted Consignments).
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Safekeeping of Inventory and Inventory Covenants. Neither the Agent nor any Lender shall be responsible for: (i) the safekeeping of the Inventory; (ii) any loss, spoilage or damage to the Inventory; (iii) any diminution in the value of the Inventory; or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency or any other Person. Subject to subsection 10.4, as between the Borrower and the Agent and each Lender, responsibility for the safekeeping of the Inventory and all risk of loss, spoilage, damage, destruction or diminution in value of the
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Safekeeping of Inventory and Inventory Covenants. Lender shall ------------------------------------------------ not be responsible for: (i) the safekeeping of the Inventory; (ii) any loss or damage to the Inventory; (iii) any diminution in the value of the Inventory; or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency or any other Person. As between Borrower and Lender, all risk of loss, damage, destruction or diminution in value of the Inventory shall be borne by Borrower. Borrower shall not sell any Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate Borrower to repurchase such Inventory except sales of Inventory made in the ordinary course of business consistent with past practices.
Sample 1
Safekeeping of Inventory and Inventory Covenants. Neither the Agent nor any Lender shall be responsible for any act or default of any carrier, warehouseman, bailee, forwarding agency or any other Person. Subject to SUBSECTION 10.4, as between the Borrower and the Agent and each Lender, all responsibility for the safekeeping of the Inventory and all risk of loss, spoilage, damage, destruction or diminution in value of the Inventory shall be borne by the Borrower. No Inventory is or shall be at any time or times hereafter kept on the premises of or stored with a bailee, warehouseman, consignee or similar third party without the Agent's prior written consent and unless the Agent shall have received warehouse receipts or bailee letters or such other documents, agreements and financing statements satisfactory to the Agent prior to the commencement of such Person's possession or storage. The Borrower shall not sell any Inventory to any customer on approval or on any other basis which entitles the customer to return, or which may obligate the Borrower to repurchase, such Inventory.
Sample 1
Safekeeping of Inventory and Inventory Covenants. Except as otherwise required by law, the Agent shall not be responsible for: (i) the safekeeping of the Inventory; (ii) any loss or damage to the Inventory; (iii) any diminution in the value of the Inventory; or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency or any other Person. Except as otherwise required by law, as between each Borrower and the Agent, all risk of loss, damage, destruction or diminution in value of the Inventory shall be borne by that Borrower. Except as set forth on EXHIBIT 3.11, no Inventory is or shall be at any time or times hereafter stored with a bailee, warehouseman, consignee or similar third party without the Agent's prior written consent and unless the Agent shall have received warehouse receipts or bailee letters satisfactory to the Agent prior to the commencement of such storage. No Borrower shall sell any Inventory to any customer on approval or on any other similar basis which entitles the customer to return, or which may obligate such Borrower to repurchase, such Inventory.
Sample 1
Safekeeping of Inventory and Inventory Covenants. Neither the Agent nor any Lender shall be responsible for: (i) the safekeeping of the Inventory; (ii) any loss, spoilage or damage to the Inventory; (iii) any diminution in the value of the Inventory; or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency or any other Person. Subject to subsection 10.4, as between the Borrower and the Agent and each Lender, responsibility for the safekeeping of the Inventory and all risk of loss, spoilage, damage, destruction or diminution in value of the Inventory shall be borne by the Borrower. Without prior written notice to the Agent, the Borrower shall not sell any Inventory to any customer on approval or on any other basis which entitles the customer to return, or which may obligate the Borrower to repurchase, such Inventory.
Sample 1
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Related to Safekeeping of Inventory and Inventory Covenants

  • 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.

  • Inventory Covenants With respect to the Inventory: (a) each Borrower and Guarantor shall at all times maintain inventory records reasonably satisfactory to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of such Borrower’s or Guarantor’s Inventory, such Borrower’s or Guarantor’s cost therefor and daily withdrawals therefrom and additions thereto; (b) each Borrower and Guarantor shall conduct a physical count of its Inventory either through periodic cycle counts or wall to wall counts, so that all Inventory is subject to such counts at least once each year, but at any time or times as Agent may request on or after an Event of Default, and promptly following such physical inventory (whether through periodic cycle counts or wall to wall counts) shall supply Agent with a report in the form and with such specificity as may be reasonably satisfactory to Agent concerning such physical count; (c) no Borrower or Guarantor shall remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Agent, except for sales of Inventory in the ordinary course of such Borrower’s or Guarantor’s business and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; (d) upon Agent’s request, Borrowers and Guarantors shall, at their expense, no more than one (1) time in any twelve (12) month period, but at any time or times as Agent may request at Agent’s expense, or at any time or times as Agent may reasonably request at Borrowers’ expense during an Additional Appraisal/Field Exam Period, deliver or cause to be delivered to Agent written reports or appraisals as to the Inventory in form, scope and methodology acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and upon which Agent and Lenders are expressly permitted to rely; (e) upon Agent’s request, Borrowers and Guarantors shall, at their expense, conduct through RGIS Inventory Specialists, Inc. or another inventory counting service acceptable to Agent, a physical count of the Inventory in form, scope and methodology acceptable to Agent no more than one (1) time in any twelve (12) month period, and at a time to coincide with Borrowers’ and or Guarantors’ physical count of the Inventory, so long as no Availability Compliance Period exists, the results of which shall be reported directly by such inventory counting service to Agent and Borrowers and Guarantors shall promptly deliver confirmation in a form reasonably satisfactory to Agent that appropriate adjustments have been made to the inventory records of Borrowers and Guarantors to reconcile the inventory count to Borrowers’ and Guarantors’ inventory records; (f) each Borrower and Guarantor shall produce, use, store and maintain the Inventory, with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); (g) none of the Inventory or other Collateral constitutes farm products or the proceeds thereof; (h) each Borrower and Guarantor assumes all responsibility and liability arising from or relating to the production, use, sale or other disposition of the Inventory; (i) no Borrower or Guarantor shall sell Inventory to any customer on approval, or any other basis which entitles the customer to return or may obligate such Borrower or Guarantor to repurchase such Inventory except for the right of return given to retail customers of any Borrower or Guarantor in the ordinary course of the business of such Borrower or Guarantor in accordance with the then current return policy of such Borrower; (j) each Borrower and Guarantor shall keep the Inventory in good and marketable condition; and (k) no Borrower or Guarantor shall, without prior written notice to Agent or the specific identification of such Inventory in a report with respect thereto provided by such Borrower or Guarantor to Agent pursuant to Section 7.1(a) hereof, acquire or accept any Inventory on consignment or approval.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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 Reports Within 45 days after the close of each fiscal quarter of Customer, a copy of the Inventory Report (as and to the extent applicable, breaking out Inventory by location, and separately reporting any work in process) of Customer as of the end of such fiscal quarter; and

  • 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.

  • CURRENT INVENTORY OF QUALIFIED PROPERTY In addition to the requirements of Section 10.2 of this Agreement, if there is a material change in the Qualified Property described in EXHIBIT 4, then within 60 days from the date commercial operation begins, the Applicant shall provide to the District, the Comptroller, the Appraisal District or the State Auditor’s Office a specific and detailed description of the tangible personal property, buildings, and/or permanent, nonremovable building components (including any affixed to or incorporated into real property) on the Land to which the value limitation applies including maps or surveys of sufficient detail and description to locate all such described property on the Land.

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