Common use of Inventory and Instruments Clause in Contracts

Inventory and Instruments. (a) Each item of Inventory is (i) free of any material defect or other material deficiency, (ii) of a quality, quantity and condition useable and, as to finished goods, saleable in the ordinary course of the Business and (iii) properly stated on the Interim Balance Sheets (to the extent existing on the date thereof) and on the books and records of the Business at the lesser of cost or fair market value. As of the Interim Balance Sheet Date, there are no additional reserves with respect to Inventory required by GAAP to be reflected in the Interim Balance Sheets that are not so reflected. The quantities of each item of Inventory are not excessive and are reasonable in the present circumstances of the Business. All of such Inventory is located at the facilities of the Seller Group and no Inventory is held on a consignment basis, other than in Italy and Japan in the ordinary course of Business consistent with past practice. (b) To the extent the Inventory contains raw materials and work-in-process, such raw materials and work-in process (i) are of good manufacturing quality, (ii) have been manufactured, handled, maintained, packaged and stored at all times in accordance with specifications, in compliance with applicable Law, and in compliance with all requirements of relevant Governmental Entities. (c) Since the Interim Balance Sheet Date, Seller has continued to replenish Inventory in a normal and customary manner consistent with past practice. No member of the Seller Group has received written notice that it will experience in the foreseeable future any difficulty in obtaining, in the desired quantity and quality and at a reasonable price and upon reasonable terms and conditions, the raw materials, supplies or component products required for the manufacture, assembly or production of its Products. Seller is not under obligation with respect to the return of any item of Inventory in the possession of wholesalers, distributors, retailers or other customers, in excess of $10,000 in any individual instance. (d) Since the Interim Balance Sheet Date, Seller has continued to replenish Instruments in a normal and customary manner consistent with past practice. No member of the Seller Group has received written notice that it will experience in the foreseeable future any difficulty in obtaining, in the desired quantity and quality and at a reasonable price and upon reasonable terms and conditions, the raw materials, supplies or component products required for the manufacture, assembly or production of its Instruments. All Instruments are structurally sound in all material respects, are in good operating condition and repair (subject to normal wear and tear given the use and age of such Instruments), are usable in the ordinary course of the Business and conform to all Laws and Authorizations relating to their construction, use and operation. (e) Section 4.6(e) of the Seller Disclosure Schedule sets forth all Inventory and Instruments Related to the Business held in the United States (the “Transferred Inventory and Instruments”) as of the date of this Agreement.