Inventory and Accounts Clause Samples

Inventory and Accounts. (a) Except as set forth in Section 4.7(a) of the DIMON Schedule of Exceptions, the inventory of DIMON and its Subsidiaries consists of raw materials, goods in process and finished goods, all of which are (i) merchantable and fit for the purpose for which they were procured or manufactured, (ii) legally qualified for export and sale subject to minimum pricing laws (none of which will preclude the fulfillment of any commitments or orders), (iii) not slow-moving, distressed, damaged or defective and (iv) recorded in DIMON’s consolidated financial statements included in The DIMON SEC Reports at the lower of cost or market value in accordance with GAAP. Section 4.7(a) of the DIMON Schedule of Exceptions sets forth as of June 30, 2004 (i) all tobacco inventories, showing type origin, grade, crop year, quantity and book value, and (ii) all commitments to purchase or deliver tobacco, showing type, origin, grade, crop year, quantity and cost (but not the identity of the customer). DIMON and its Subsidiaries have no material commitments to purchase or deliver tobaccos other than as set forth in Section 4.7(a) of the DIMON Schedule of Exceptions. (b) All accounts receivable, notes receivable and associated rights (“Accounts”) owned by DIMON and its Subsidiaries are reflected properly in their respective books and records and in DIMON’s consolidated financial statements included in the DIMON SEC Reports. (c) All loans, advances and extensions of credit made by DIMON or any of its Subsidiaries to growers and other suppliers of tobacco and tobacco growers’ cooperatives, whether short-term or long-term, to finance the growing or processing of tobacco (“Advances”) are reflected properly in their respective books and records and in DIMON’s consolidated financial statements included in the DIMON SEC Reports and have arisen from bona fide transactions in the ordinary course of business. (d) All accounts payable of DIMON and its Subsidiaries have arisen from bona fide transactions in the ordinary course of business and are reflected properly in their respective books and records and in DIMON’s consolidated financial statements included in the DIMON SEC Reports.
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Inventory and Accounts. Except as disclosed in the written information provided to Lender by Borrowers under subsection 6.9 or otherwise disclosed to Lender in writing, with respect to all Inventory and Accounts: (i) Lender may rely upon all statements, warranties, or representations made in any Borrowing Base Certificate or other written report regarding Inventory and Accounts delivered hereunder by Borrowers in determining which items of Inventory or Accounts are to be deemed Eligible Inventory or Eligible Accounts, as the case may be; (ii) No Inventory or Account is subject to any Lien whatsoever, except for Liens of Lenders under the Collateral Documents and other Liens permitted hereunder; (iii) No such Inventory has been consigned to any Person; (iv) All Inventory has been produced in accordance with all applicable requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto; (v) All Inventory has been and shall be used in Borrowers' business and not for personal, family, household or farming use; (vi) Each Eligible Account represents a valid and legally enforceable indebtedness based upon an actual and bona fide sale and delivery of goods or rendition of services in the ordinary course of Borrowers' business which has been finally accepted by the Account Debtor and for which the Account Debtor is unconditionally liable to make payment of the amount stated in each invoice, document or instrument evidencing the Eligible Account in accordance with the terms thereof, without offset, defense or counterclaim and will be paid in full at maturity; (vii) All statements made and all unpaid balances appearing in the invoices, documents and instruments evidencing each Eligible Account are true and correct in all material respects and are in all material respects what they purport to be and, to the best of Borrowers' knowledge, all signatures and endorsements that appear thereon are genuine and all signatories and endorsers have full capacity to contract and each Account Debtor is solvent and financially able to pay in full the Eligible Account when it matures; (viii) None of the transactions underlying or giving rise to any Account violate any state or federal laws or regulations, and all documents relating to the Accounts are legally sufficient under such laws or regulations and are legally enforceable in accordance with their terms and all recording, filing and other requirements of giving public notice under any appl...
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Inventory and Accounts. (a) The Borrowers shall at all times maintain records of Inventory and Accounts reasonably satisfactory to Collateral Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, the cost therefor and daily withdrawals therefrom and additions thereto; (b) the Collateral Agent’s officers, employees or agents shall have the right, at any time or times, in the name of the Collateral Agent any designee of the Collateral Agent or any Borrower, to verify the validity, amount or any other matter relating to Accounts or Inventory by mail, telephone, electronic communication, personal inspection or otherwise and to conduct field audits of the financial affairs and Collateral of the Loan Parties, and the Borrowers shall cooperate fully with the Collateral Agent in an effort to facilitate and promptly conclude any such verification process; (c) the Loan Parties shall cooperate fully with the Collateral Agent and its agents with respect to granting access to any premises of such Loan Party where Collateral is located for the purpose of inspecting, removing or otherwise enforcing any rights or remedies pursuant to the Loan Documents and during all Collateral field audits which shall be at the expense of the Borrowers and shall be conducted three times a year and Inventory Appraisals which shall be at the expense of the Borrowers and shall be conducted semi-annually, or, in each case, following the occurrence and during the continuation of an Event of Default, more frequently at Collateral Agent’s reasonable request; (d) no Borrower shall sell Inventory to any customer on approval, or any other basis which entitles the customer to return (except for the right of customers for Inventory which is defective or non-conforming) or may obligate any Loan Party to repurchase such Inventory; and (e) each Borrower shall keep the Inventory in good and marketable condition.
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Inventory and Accounts. (a) Except as specifically disclosed on Schedule 6.24 hereto or as otherwise disclosed to and acknowledged by the Agent in writing, with respect to all Eligible Inventory: (i) such Inventory is located on the premises listed on the schedules attached to the Security Agreements or is Inventory in transit for sale in the ordinary course of business; (ii) no such Inventory is subject to any Lien or security interest whatsoever, except for the Liens and security interests of the Agent and those Liens and security interests permitted by Section 8.03; and (iii) except as specified in the Security Agreements or otherwise permitted by this Agreement, no such Inventory is on consignment or is now stored or shall at any time hereafter be stored with a bailee, warehouseman, or similar party. (b) With respect to all Eligible Accounts: (i) no transaction giving rise to such an Account violated or will violate any applicable federal, state or local law, rules or ordinances, the violation of which could reasonably be expected to have a Material Adverse Effect; (ii) except where required by statute, none of such Accounts is subject to terms prohibiting assignment or requires notice of or consent to such assignment; (iii) the Borrower or a Subsidiary is the lawful owner of such Accounts, free and clear of all Liens, except those in favor of the Agent and except those permitted by Section 8.03; and (iv) each of such Accounts represents a fully completed bona fide transaction which requires no further act on the Borrower's or any Subsidiary's part to make such Accounts payable by the Account Debtors, and such Accounts are not subject to any offsets or counterclaims and do not represent consignment sales, guaranteed sales, sale or return or other similar understandings or an obligation of any Affiliate of Borrower.
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Inventory and Accounts. Borrower shall promptly notify Lender in writing upon any Eligible Account or Eligible Inventory ceasing to be or being determined to have been incorrectly identified as an Eligible Account or Eligible Inventory, as applicable. Borrower shall provide Lender with such reports and records concerning Inventory, Accounts, and accounts payable as Lender may reasonably request. ALLIED HEALTHCARE PRODUCTS, INC. 9
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Inventory and Accounts. 91 5.18 Orders...............................................................................92
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Inventory and Accounts. If Collateral includes inventory or accounts, Debtor: 5.1 May, until notice from Bank, sell or lease inventory Collateral in the ordinary course of trade only, and collect cash proceeds of inventory Collateral. 5.2 At Bank's request, will deposit all cash proceeds as received in a general account with Bank or at Bank's option an account containing only such proceeds, and/or deliver statements identifying units or inventory acquired, disposed of and/or returned, and accounts and names and addresses of account debtors. 5.3 Will receive in trust, schedule on forms satisfactory to Bank, and deliver to Bank all non-cash proceeds other than inventory received in trade.
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Inventory and Accounts. 125 SECTION 9.03 Application of Proceeds..........................................................126
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Related to Inventory and Accounts

  • 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.

  • 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.

  • Books and Accounts (a) The General Partner shall cause the Partnership to keep and maintain at its principal executive office full and complete books and records which shall include each of the following: (1) a current list of the full name and last known business or residence address of each Partner set forth in alphabetical order together with the Capital Contribution and the share in Income and Losses of each Partner; (2) a copy of the Certificate of Limited Partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; (3) copies of the Partnership's federal, state and local income tax information returns and reports, if any, for the six most recent taxable years; (4) copies of the original of this Agreement and all amendments thereto; (5) financial statements of the Partnership for the six most recent fiscal years; and (6) the Partnership's books and records for at least the current and past three fiscal years. (b) Upon the request of the Limited Partner, the General Partner shall promptly deliver to the Limited Partner, at the expense of the Partnership, a copy of the information set forth in Section 14.1(a) above. The Limited Partner shall have the right upon reasonable request and during normal business hours to inspect and copy any of the foregoing, or any of the other books and records of the Partnership or the Project at its own expense.

  • Records and Accounts The Trustee shall maintain accurate and detailed records and accounts of all transactions of the Trust, which shall be available at all reasonable times for inspection by any legally entitled person or entity to the extent required by applicable law, or any other person determined by the Committee.

  • Accounts Receivable and Accounts Payable (a) All Accounts Receivable reflected on the Financial Information, and to be in existence on the Closing Date, represent sales actually made or leases entered into in the ordinary course of business or valid claims as to which substantial performance has been rendered. Except as set forth in the Disclosure Schedule or to the extent reserved against, no material counterclaims or offsetting claims with respect to the Accounts Receivable are pending or, to the knowledge of the Seller, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoice. (b) The accounts payable of each Company reflected on the Financial Information and to be in existence on the Closing Date arose, or will arise, from bona fide transactions in the ordinary course of business, and all such accounts payable either have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except in the ordinary course of business.