Treatment of Inventory. From and after the date of this Agreement and through the earlier of the Closing or the termination of this Agreement pursuant to Section 8, Seller shall use its commercially reasonable efforts to maintain the Inventory counted at the physical count provided for in Schedule 1.4 and not shipped to customers from time to time in the ordinary course of business in substantially the same condition of such Inventory at the time of the physical count provided for in Schedule 1.4. Section 6.14
Treatment of Inventory. The Borrowers agree to, and cause their Subsidiaries to, safeguard, protect and hold all Inventory for the account of the Agent, on behalf of the Lenders, and make no disposition thereof except for sales and shipments of Inventory to customers of the Credit Parties in the ordinary course of the Credit Parties’ businesses, on open account and on commercially reasonable terms consistent with the Credit Parties’ past practices, provided that all proceeds of all sales (including cash, accounts receivable, checks, notes, instruments for the payment of money and similar proceeds) are forthwith transferred, endorsed, and turned over and delivered to the Agent by deposit in the Depository Account. The Agent shall have the right to withdraw this permission at any time upon the occurrence of an Event of Default and until such time as such Event of Default is waived, in which event no further disposition shall be made of the Inventory by the Credit Parties without the Agent’s prior written approval. Cash sales, consignment sales or sales of Inventory in which a lien upon, or security interest in, Inventory is retained by the Credit Parties shall be made by the Credit Parties only with the approval of the Agent, and the proceeds of such sales or sales of Inventory for cash shall not be commingled with the Credit Parties’ other property, but shall be segregated, held by the Credit Parties in trust for the Agent, on behalf of the Lenders, as the Lenders’ exclusive property, and shall be delivered immediately by the Credit Parties to the Agent in the identical form received by the Credit Parties by deposit to the Depository Account. Upon the sale, exchange, or other disposition of Inventory, as herein provided, the security interest in the Inventory provided for herein shall, without break in continuity and without further formality or act, continue in, and attach to, all, proceeds, including any instruments for the payment of money, accounts receivable, contract rights, documents of title, shipping documents, chattel paper and all other cash and non-cash proceeds of such sale, exchange or disposition. As to any such sale, exchange or other disposition, the Agent shall have all of the rights of an unpaid seller, including stoppage in transit, replevin, rescission and reclamation.
Treatment of Inventory. Prior to Closing, neither Seller nor any Purchased Subsidiary shall, without the prior written consent of Buyer, (i) make or agree to make any bulk sales of inventory to any liquidator or wholesaler, (ii) sell or dispose of any inventory qualifying as a Current Asset hereunder at prices below the first cost book value of such inventory, or (iii) sell or dispose of any inventory acquired prior to January 1, 2023 (and not constituting a Current Asset) at a discount or promotional rate that is 30% or more from the first cost book value of such inventory.
Treatment of Inventory. 7.8.1 As promptly as practicable after the Closing Date (but in no event more than thirty (30) Business Days thereafter), the Seller will deliver or shall cause to be delivered to the Purchaser (A) the Finished Inventory and (B) a statement (the “Inventory Statement”) setting forth a schedule of the Inventory.
Treatment of Inventory. Prior to Closing Date the Seller shall (a) process requested in stock music inventory from its distribution center to the stores in the ordinary course and consistent with past practices and (b) use its commercially reasonable best efforts to deliver substantially all of its returnable music inventory at its distribution center to the vendor or to a third party processor with instructions to process such returnable music inventory to the vendors. In addition, prior to the Closing, returnable inventory located in stores shall be pulled in the ordinary course (considering reasonable seasonal selling expectations) and substantially processed to a third party processor with instructions to process same to the vendors. From one week after the date hereof and for so long as inventory of the Acquired Subsidiaries is located at Seller's distribution center, no returnable inventory of the Acquired Subsidiaries will be commingled with assets of entities other than the Acquired Subsidiaries. The Seller shall, and shall cause its officers, employees and representatives to, cooperate with the reasonable requests of the Purchaser, at the Purchaser's expense, in the planning and execution of a physical inventory to be conducted on or after the Closing Date by the Purchaser. During the period prior to Closing, the Seller shall cause the management employees responsible for placing orders for inventory for the Business to consult with the Purchaser concerning the inventory to be ordered between the execution of this Agreement and the Closing.
