Inventory and Reserves Sample Clauses

The 'Inventory and Reserves' clause defines how a company must account for and report its inventory levels and any reserves set aside for potential losses or obsolescence. Typically, this clause outlines the methods for valuing inventory, such as FIFO or LIFO, and specifies the criteria for establishing reserves, like anticipated write-downs for unsellable goods. Its core function is to ensure transparency and accuracy in financial reporting, helping both parties assess the true value of inventory and manage risks related to inventory fluctuations or losses.
Inventory and Reserves. Each Credit Party will and will cause each Subsidiary to keep all Inventory in good and marketable condition, free from material defects (ordinary wear and tear and casualty loss excepted). Returns and allowances between a Credit Party and its Account Debtors shall follow such Credit Party’s customary practices as they exist at the Closing Date. The Borrower shall promptly notify the Administrative Agent of all returns, recoveries, disputes and claims involving Inventory that involve more than $2,000,000.
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Inventory and Reserves. Inventories of the Company are owned free and clear of all Encumbrances other than Permitted Encumbrances or Encumbrances that will be released at Closing. All inventory of the Acquired Companies, whether or not reflected in the Year-End Balance Sheet or the Interim Financial Statements, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice and are and will be in quantities sufficient for the ordinary course of business of the Company and its Subsidiaries consistent with past practice, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Year-End Balance Sheet or the Interim Financial Statements or on the accounting records of the Acquired Companies as of the Closing Date, as the case may be and in accordance with GAAP. The quantities of each item of inventory (whether raw materials, work-in process, or finished goods) are not excessive, but are reasonable in the present circumstances of the Acquired Companies.
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Inventory and Reserves. All accounts receivable, prepaid expenses, working capital, inventory and reserves of Owner and Lessee as of the Cut-Off Time shall remain the property of Owner or Lessee, as applicable, from and after Closing. Seventy-five percent (75%) of such accounts receivable, prepaid expenses, working capital, inventory and reserves shall be credited to Seller as an upward adjustment to the Purchase Price. Prepaid expenses shall include premiums for prepaid insurance policies assumed by Purchaser at Closing for insurance policies that will remain in effect after the Closing Date and attributable to the period following the Cut-Off Time.
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Related to Inventory and Reserves

  • 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.

  • Inventory To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

  • Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

  • 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.

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. (c) For any item of Inventory consisting of Eligible Inventory in any Transaction Report, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned (except to the extent of any refurbished Inventory in salable condition), consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and the Liens permitted under clause (j) of the definition of Permitted Liens; and (v) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 7.2).