Non-Saleable Inventory definition

Non-Saleable Inventory means that product inventory of Licensor existing as of the date of this Agreement not otherwise described in Exhibit B hereto as of the date of this Agreement.
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Non-Saleable Inventory means any Inventory of ESI on the Closing Date that is not sold within 180 days of the Closing Date; provided, however, that EAI has used its best efforts to sell such Inventory. "Best efforts" for purposes of this defined term shall mean that EAI has used commercially reasonable efforts to sell such Inventory, including the implementation of mark-xxxxx xx ESI's Ordinary Course of Business; provided, however, Bitwise shall bear all financial responsibility as an adjustment for Non-Saleable Inventory as set forth in Section 2(d)(ii) hereof for any mark-xxxn which reduces the sale price of any Inventory below cost.
Sample 1
Non-Saleable Inventory shall include each item of Sellers' ---------------------- Whole Goods Inventory or Parts Inventory that (A) is damaged, (B) is missing parts or pieces, (C) is obsolete in the case of pool liners, only, (D) has been discontinued or has not been sold in each case, for at least for 5 years, (E) the manufacturer of which has not honored the warranty or (F) are other items mutually agreed upon by a representative or officer of Buyer and Sellers. The Base Purchase Price will be determined in accordance with United States generally accepted accounting principles ("GAAP"). In computing the Base ---- Purchase Price, (i) all accounting entries shall be taken into account regardless of their amount, all known errors and omissions shall be corrected, and (ii) all known proper adjustments shall be made.
Sample 1

Examples of Non-Saleable Inventory in a sentence

  • Notwithstanding the forgoing, nothing in this Agreement shall prohibit Licensor, its affiliates, representatives, distributors or agents from selling any remaining inventory of Licensed Product in existence, subject to outstanding product orders or otherwise in the course of production as of the date of this Agreement and not otherwise sold or consigned to Licensee, including but not limited to the Non-Saleable Inventory.

  • For any Other Retail Inventory and Liquidation Inventory which is reclassified by Licensee as Non-Saleable Inventory, the corresponding Inventory Purchase Price shall be reduced to $0 and such Inventory shall either be destroyed by Licensee or returned to Licensor at Licensor’s request and sole expense.

  • Licensor shall retain ownership and possession of all Non-Saleable Inventory and shall bear all costs of storage, sale, disposal and related activities.

  • The Preliminary Purchase Price shall be subject to reduction in the event that there exists Non-Saleable Inventory.

  • If requested by Seller, Buyer agrees to use commercially reasonable efforts to return any Non-Saleable Inventory to the supplier thereof and all amounts or credits received by Buyer from suppliers for the return of such Inventory, less any costs incurred by Buyer, shall be promptly remitted to Seller.

  • Any Inventory remaining unsold at the conclusion of the Adjustment Period which is determined by Buyer, in good faith, to not be saleable within 12 months of the Closing Date in the ordinary course of Buyer's business ("Non-Saleable Inventory") shall be either sold to Buyer at a mutually agreed price or promptly returned to Seller in accordance with Seller's directions and at Seller's cost and expense.

  • In the event that any Inventory is deemed to Non-Saleable Inventory and an adjustment is made under Section 2 (d)(ii) hereof or in the event that any account receivable is deemed to be a Bad Debt Account Receivable and an adjustment is made under Section 2(d)(iii) hereof, Bitwise shall have the right to obtain such Non-Saleable Inventory or Bad Debt Account Receivable from EAI and to sell such Non-Saleable Inventory or to collect upon such Bad Debt Account Receivable.

  • At the expiration of 180 days of the Closing Date, Manchester and EAI shall deliver to ESI and/or Bitwise a list of all Non-Saleable Inventory.

  • The Preliminary Purchase Price shall be reduced to the extent that the cost of such Non-Saleable Inventory exceeds the Inventory Reserve as set forth on the Closing Date Financial Statements.

Related to Non-Saleable 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.

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

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

  • 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.

  • 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.

  • 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.

  • 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;

  • 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.

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

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

  • Net Book Value means the net book value of the relevant Supplier Asset(s) calculated in accordance with the depreciation policy of the Supplier set out in the letter in the agreed form from the Supplier to the Costumer of even date with this Call Off Contract;

  • Eligible In-Transit Inventory means, as of any date of determination thereof, without duplication of other Eligible Inventory, In-Transit Inventory:

  • 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.

  • Unsaleable liquor merchandise means a container that:

  • 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.

  • 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.

  • Net Orderly Liquidation Value means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.

  • Present Fair Saleable Value means the amount that could be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of the applicable Person and its subsidiaries taken as a whole are sold on a going-concern basis with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

  • Adjusted Net Book Value means, as of any date of determination, with respect to each Adjusted Program Vehicle as of such date, the product of 0.965 and the Net Book Value of such Adjusted Program Vehicle as of such date.

  • Gross Book Value means, at any time, the book value of the assets of the REIT, as shown on its then most recent balance sheet, plus the amount of accumulated depreciation shown thereon.

  • Fair salable value means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.

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

  • Inventory Reserves means such reserves as may be established from time to time by the Administrative Agent in the Administrative Agent’s Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as may adversely affect the market value of the Eligible Inventory. Without limiting the generality of the foregoing, Inventory Reserves may, in the Administrative Agent’s Permitted Discretion, include (but are not limited to) reserves based on:

  • 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).

  • Inventory Reserve means reserves established by the Administrative Agent to reflect factors that may negatively impact the Value of Inventory, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.

  • Liquid Assets mean Borrower's cash on hand plus Borrower's readily marketable securities.