Damaged Inventory definition

Damaged Inventory means Inventory included in the Purchased Assets that was damaged at the Closing Date such that it is not saleable at regular market prices.
Sample 1
Damaged Inventory means inventory that is not fit for sale to a customer in its current state.
Sample 1
Damaged Inventory means any items of Inventory that, in the reasonable judgment of the Parties, is not usable or saleable at full wholesale or retail price because of: (i) physical deterioration or damage or (ii) a failure to meet the quality grade as classified by Seller.
Sample 1

Examples of Damaged Inventory in a sentence

  • Schedule 5.14 sets forth Seller's good faith estimate of the amount of Inventories that would constitute Damaged Inventory if, solely for the purposes of this Section 5.14, the Closing Date were deemed to be the date hereof.

  • In the event the parties are unable to resolve such differences within thirty (30) days from Seller’s initial objection, then the Neutral Auditor shall be appointed to determine the Damaged Inventory Value.

  • If there is a loss of or damage to any Units while we store them due to any breach of contractual obligation / non-performance of obligations by us causing such loss or damage, we will, pay you the applicable replacement value ((as described in the FBA Lost and Damaged Inventory Reimbursement Policy).

  • Promptly after the Closing, Buyer shall conduct a physical inspection (with a representative of Seller present) of all Inventory included within the Purchased Assets to ascertain whether or not any such Inventory is Damaged Inventory.

  • WIP and raw materials Inventory identified by Purchaser in good faith as Obsolete Material or Damaged Inventory shall not be purchased and shall be excluded from the Final WIP and Raw Materials Inventory Purchase Price.

  • Within thirty (30) days after the Closing, Buyer shall deliver to Seller a report indicating (i) the Damaged Inventory, including the location thereof, and (ii) the value of the Damaged Inventory are reflected on the Year-End Balance Sheet (the “Damaged Inventory Value”), and within ten (10) days following delivery of such report, Seller shall either accept or object to Buyer’s calculation of the Damaged Inventory Value.

  • In such case, the agreed upon amount of Damaged Inventory as of the date of the Inventory Count shall be conclusively deemed to be excluded Inventory as of the Closing Date for purposes of determining the Purchase Price Adjustment and the Closing Working Capital and preparing the Closing Balance Sheet and Closing Working Capital Statement.

  • Upon either (A) Seller’s acceptance of Buyer’s calculation of the Damaged Inventory Value or (B) the Neutral Auditor’s determination of the Damaged Inventory Value in accordance with the provisions set forth herein, Buyer shall be entitled to set-off an amount equal to the Damaged Inventory Value against the Earn-Out Consideration or against any payments due from Buyer under the Consideration Note, with Seller remaining responsible for any amounts in excess thereof.

  • The failure by Inventory Purchaser to provide such notice to Seller within such forty-five (45) day period shall constitute Inventory Purchaser's acceptance of all the items reflected on the Inventories Statement as Inventory that is not Damaged Inventory.

  • Any dispute with respect to the amount of Damaged Inventory as of the date of the Inventory Count shall be resolved pursuant to the procedures described in paragraphs (b) and (c) of this Section 2.8.


More Definitions of Damaged Inventory

Damaged Inventory means Inventory that is damaged to the extent that it is unusable for the purposes intended.
Sample 1
Damaged Inventory means Inventory that has been damaged or lost prior to receipt by JKP Sub of such Inventory; provided, however, that Damaged Inventory shall not include Inventory that has been lost, destroyed or otherwise rendered unusable solely as a result of the actions of a third party freight company or other carrier.
Sample 1
Damaged Inventory means inventory that is not fit for sale to a customer in its current state that is identified by Purchaser through physical inspection prior to Closing or during the physical count of WIP inventory as described in Section 3.2(e);
Sample 1
Damaged Inventory means any Inventory that (i) has less than *** shelf life remaining as of the Closing Date (unless otherwise mutually agreed by the Parties), (ii) is adulterated within the meaning set forth in any applicable Law, (iii) is materially damaged or (iv) is not saleable in accordance with the past practice of the Business.
Sample 1
Damaged Inventory means (i) all finished goods whose shipping container is ripped, torn, defaced, mislabeled, crushed or soiled; and (ii) any container of work-in-process or finished goods whose contents are crushed or otherwise damaged so that the goods have no market value. Such damaged inventory shall be valued at 0% of cost and shall be excluded from the Purchased Assets.
Sample 1

Related to Damaged Inventory

  • Excluded Inventory means any of the following inventory of goods, merchandise, or other inventory of Seller located at the Leased Premises: (a) all items in the Fresh Departments;

  • Transferred Inventory has the meaning set forth in Section 2.2(a)(iii).

  • Qualified Inventory means all Raw Materials Inventory, Semi-Finished Goods and Scrap Inventory and Finished Goods Inventory held by a Credit Party in the normal course of business and owned solely by such Credit Party (per plant level records whereby manufactured items are valued at pre-determined costs and purchased items are valued at rolling average actual cost).

  • Inventory is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

  • Consigned Inventory means Inventory of any Borrower that is in the possession of another Person on a consignment, sale or return, or other basis that does not constitute a final sale and acceptance of such Inventory.

  • Excess Inventory means all Inventory and Special Inventory possessed or owned by Flextronics that is not required for consumption to satisfy the next [***] of demand for Products under the then-current purchase order(s) and forecast.

  • Obsolete Inventory means items that have expired, are redundant or

  • Product Inventory means all inventory of the Product owned by Seller or its Affiliates as of the Closing, including raw materials, work-in-process, bulk form drug and finished Product.

  • Eligible Finished Goods Inventory means all Finished Goods Inventory that is Eligible Inventory.

  • Eligible Inventory means and include Inventory, excluding work in process, with respect to each Borrower, valued at the lower of cost or market value, determined on a first-in, first-out basis, which is not obsolete, slow moving or unmerchantable as determined by Agent in its Permitted Discretion and which Inventory, based on such considerations as Agent may from time to time deem appropriate in its Permitted Discretion including whether the Inventory is subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance). Notwithstanding anything herein to the contrary, no Inventory shall be Eligible Inventory to the extent such Inventory was acquired by a Borrower pursuant to an entity creation under Section 7.12 or a Permitted Acquisition, unless Agent has (i) completed field examinations with respect to such Inventory, the results of which are satisfactory in form and substance to Agent in its Permitted Discretion or (ii) waived such restriction in its Permitted Discretion. In addition, Inventory shall not be Eligible Inventory if it: (a) does not conform in all material respects to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is in transit (other than between one or more locations where Borrowers are permitted hereunder to maintain or store Inventory and such location is the subject of a Lien Waiver Agreement or a Processor’s Agreement, as applicable, unless such location is owned by Borrower); (c) is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement; (d) constitutes Consigned Inventory (other than Consigned Inventory that is subject to a warehouseman’s waiver in form and substance satisfactory to Agent); (e) is the subject of an Intellectual Property Claim; (f) is subject to a License Agreement that limits, conditions or restricts the applicable Borrower’s or Agent’s right to sell or otherwise dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in its Permitted Discretion after establishing reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion); (g) at any time following seventy-five (75) days after the Closing Date (or such later date agreed to by Agent), is situated at a location not owned by a Borrower unless the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement or a Processor’s Agreement, as applicable (or Agent shall have established reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion in an amount not to exceed the equivalent of three (3) months’ rental obligation with respect to such location); or (h) if the sale of such Inventory would result in the creation of a Receivable which, on the date of such sale, would fail to constitute an Eligible Receivable due to the operation of any of clauses (b), (c) or (e) – (p) of such definition.

  • Inventories means “Inventories” as defined in the Uniform System of Accounts, such as, but not limited to, provisions in storerooms, refrigerators, pantries and kitchens; beverages in wine cellars and bars; other merchandise intended for sale; fuel; mechanical supplies; stationery; and other expensed supplies and similar items.

  • In-Transit Inventory means Inventory of a Borrower which is in the possession of a common carrier and is in transit from a Foreign Vendor of a Borrower from a location outside of the continental United States to a location of a Borrower that is within the continental United States.

  • Motorized Vehicle means a passenger car, station wagon, van, jeep-type automobile, truck, ambulance or any type of motorized vehicle used by municipal, provincial or federal police forces.

  • Inventory Appraisal means (a) on the Closing Date, the appraisal prepared by Great American Group dated June 2007 and (b) thereafter, the most recent inventory appraisal conducted by an independent appraisal firm pursuant to Section 9.2(b).

  • Consumable means any component of a good that is used up recurrently and needs to be replaced for the good to function as intended;

  • Unsaleable liquor merchandise means a container that:

  • Excluded Equipment means (i) defibrillators, enhanced emergency medical kits and other medical equipment, (ii) airphones and other components or systems installed on or affixed to the Airframe that are used to provide individual telecommunications or electronic entertainment to passengers aboard the Aircraft, (iii) galley carts, beverage carts, waste containers, liquor kits, food tray carriers, ice containers, oven inserts, galley inserts, and other branded passenger convenience or service items, (iv) any items, equipment or systems leased by Company or any Permitted Lessee (other than items, equipment, or systems that are leased from Company pursuant to the applicable Lease) or owned by Company or any Permitted Lessee subject to a conditional sales agreement or a security interest (other than the security interest granted under the Indenture), and (v) cargo containers.

  • Finished Goods means units of a manufactured product awaiting sale.

  • Inventory Formula Amount means (i) the lesser of (x) 75% of the Value of Eligible Inventory and (y) 85% of the NOLV Percentage of the Value of Eligible Inventory plus (ii) the lesser of (x) the lesser of (1) 75% of the Value of Eligible In-Transit Inventory and (2) 85% of the NOLV Percentage of the Value of the Eligible In-Transit Inventory and (y) $10,000,000.

  • Farm equipment means equipment used directly for farming

  • Obsolete means a product that may be listed in national drug pricing compendia but is no longer available to be dispensed based on the expiration date of the last lot manufactured.

  • Inventory Value has the meaning set forth in Section 2.1.

  • Low-speed vehicle means any four-wheeled electrically-powered vehicle, except a motor vehicle or

  • Reconstructed vehicle means every vehicle of a type required to be registered under this title

  • Capital Equipment means machinery and equipment purchased or leased, and used in this state by the purchaser or lessee primarily for manufacturing, fabricating, mining, or refining tangible personal property to be sold ultimately at retail if the machinery and equipment are essential to the integrated production process of manufacturing, fabricating, mining, or refining. Capital equipment also includes machinery and equipment used primarily to electronically transmit results retrieved by a customer of an online computerized data retrieval system.

  • School equipment means a durable school-owned machine, equipment, or tool used by a student as part of an activity, course, or program in a secondary school and includes a saw or 3D printer. “School equipment” includes a saw or 3D printer.