Trade Inventories Sample Clauses

Trade Inventories. To the best of ATHLON’s knowledge, the Wholesale Reports are true, complete and accurate. Any trade and trade customer inventory for any Product, other than Levall 12 Trade and Levall G Trade, represents no more than forty-five (45) days of inventory. Trade and trade customer inventory for any Levall 12 Trade and Levall G Trade represents no more than one hundred twenty (120) days of inventory and sixty (60) days of inventory, respectively. ATHLON represents and warrants that McKesson, Cardinal and Amerisource Bergen account for over ninety percent (90%) of the Products’ revenues for the last twelve (12) months. ATHLON further represents and warrants that its sales or load in the trade and trade customer channels over the sixty (60) days prior the date hereof have been in the ordinary course of business in that ATHLON’s Products’ sales during this sixty (60) days period shall not significantly impact revenues for LICENSEE, in the ordinary course of business, during the period sixty (60) days after the day of this agreement. ATHLON further represents and warrants that ATHLON shall not sell or load any Product into the wholesale trade or trade customer channels, or fill any purchase orders from any customers, after date hereof without LICENSEE’s written consent; provided however, LICENSEE shall not unreasonably withhold such consent.
Sample 1
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Trade Inventories. During the twelve months preceding the Closing Date, the Sellers have operated the Business in the Ordinary Course of Business with respect to Inventories and have not taken any action designed to or which would have the effect of (i) causing Inventories to exceed historical levels, in any material respect, or (ii) inducing customers to defer making product returns or claims for refunds after November 30, 1999, or to make seasonal allowance claims after November 30, 1999.
Sample 1
Trade Inventories trade their respective inventories as a whole and the separate types of goods which collectively comprise the inventories ("Types of Stock"), and the different grades within each Type of Stock, to ensure that on the Settlement Date the range and mix of the Types of Stock and grades within each Type of Stock will be reasonably normal to enable the Purchaser, in the prevailing market conditions, to continue dealing with and trading the inventories in the ordinary way;
Sample 1
Trade Inventories. During the twelve months preceding the Closing Date, the Acquired Companies have operated their businesses in the Ordinary Course of Business with respect to trade inventories and have not taken any action designed to or which would have the effect of (i) causing trade inventories to exceed historical levels, in any material respect, or (ii) inducing customers to defer making product returns or claims for refunds after the Closing Date.
Sample 1

Related to Trade Inventories

  • Inventories The Operator shall maintain detailed records of Controllable Material.

  • Physical Inventories (a) The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers so long as such participation does not disrupt the normal inventory schedule or process.

  • 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.

  • 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.

  • Accounts Receivable; Inventories The accounts and notes receivable which are reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereon, and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of account, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), and are not subject to offsets. The inventories reflected on the Audited and Unaudited Balance Sheets, and thereafter added, as reflected on the Closing Date Balance Sheet, consist of items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) in the ordinary course of business, except for obsolete materials, slow-moving items, materials of below standard quality and not readily marketable items, all of which have been written down to net realizable value or adequately reserved against on the books and records of the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity not usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated at the lower of cost or market.

  • Remaining Inventories Xencor shall have the right to purchase from MorphoSys (or its Affiliate) all of the inventory of Licensed Products held by MorphoSys (or its Affiliate) as of the effective date of termination at a price equal to MorphoSys’ (or its Affiliate’s) fully burdened manufacturing cost, determined in accordance with GAAP.

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

  • 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.

  • Eligible Inventory As to each item of Inventory that is identified by any Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory.

  • Raw Materials Lonza shall procure all required Raw Materials as well as consumables other than those Raw Materials that are Customer Materials. Customer shall be responsible for payment for all consumables and Raw Materials ordered or irrevocably committed to be procured by Lonza hereunder. Upon cancellation of any Batch or termination of the Agreement, all unused Raw Materials shall be paid for by Customer within [***] days of invoice and at Customer’s option will either be (a) held by Lonza for future use for the production of Product, (b) delivered to Customer, or (c) disposed of by Lonza.

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