Inventory and Receivables. The aggregate amount of (i) the Inventory Value of the Acquired Inventory (excluding any Pending Inventory), (ii) the amounts due to Seller with respect to (A) the Credit Card Accounts Receivable and (iii) the Pharmacy Receivables shall be at least $1,657,000,000. To the extent that the aggregate amount of items (i) through (iii) in the foregoing sentence exceeds $1,657,000,000 on the Closing Date, Sellers may reduce such amount to be equal to $1,657,000,000 by first, transferring (at Sellers’ expense and in consultation with Buyer) Inventory that would otherwise be Acquired Inventory to a GOB Leased Store or a GOB Owned Store or any other location designated by Sellers that is not a Property, until the Inventory Value of the Acquired Inventory is equal to $1,553,000,000 and second, retaining as an Excluded Asset the oldest of any Credit Card Accounts Receivable or Pharmacy Receivables.
Inventory and Receivables. (a) Borrower agrees, represents and warrants that each Receivable will be owned by the Borrower, free and clear of any Liens, claims or encumbrances other than those in favor of the Lender for the ratable benefit of the Lender and the Factor, and will cover a bona fide sale of goods usually dealt in by the Borrower or the rendition by the Borrower of services to customers in the ordinary course of business, and will be for a liquidated amount maturing as stated in the schedules thereof and in the invoice or contract covering said sale, and the Lender’s Lien therein will not be subject to any other Lien or to any offset, deduction, counterclaim or other similar condition.
Inventory and Receivables. The Borrower will not, on any date falling on or after the Borrowing Base Release Date, permit the ratio of (i) the sum of (x) if such date falls prior to the Security Termination Date, the aggregate amount of inventory and accounts receivable of the Borrower and the Subsidiary Guarantors subject to the Lien of the Security Agreement or (y) if such date falls on or after the Security Termination Date, the aggregate amount of inventory and accounts receivable owned by the Borrower and the Subsidiary Guarantors to (ii) the aggregate Revolving Credit Exposure of the Lenders under this Agreement at such date to be less than 1.30 to 1.
Inventory and Receivables. (1) Except to the extent of any provision or reserve in relation to a particular item or category or inventory included in the Current Balance Sheet of the Company, as of the Closing Date:
Inventory and Receivables. (a) Borrower agrees, represents and warrants that each Receivable will be owned by the Borrower, free and clear of any Liens, claims or encumbrances other than those in favor of the Lender for the ratable benefit of the Lender and the Factor, and will cover a bona fide sale of goods usually dealt in by the Borrower or the rendition by the Borrower of services to customers in the ordinary course of business, and will be for a liquidated amount maturing as stated in the schedules thereof and in the invoice or contract covering said sale, and the Lender’s Lien therein will not be subject to any other Lien or to any offset, deduction, counterclaim or other similar condition. (b) Borrower agrees, represents and warrants that all Inventory is and will be owned by the Borrower free of all Liens, claims or encumbrances other than those in favor of the Lender, for the ratable benefit of the Lender, and shall be kept by the Borrower at its places of business (e.g. warehouses) consistent with past practice for the purpose of sale in the ordinary course of its business, and that the Borrower shall not remove the Inventory therefrom, except for the purpose of (i) sale in the ordinary course of its business (ii) delivery without charge in connection with promotions and marketing programs in the ordinary course of its business and (iii) disposal or return to supplier of obsolete and unmerchantable Inventory. Except for (i) sales of Inventory made in the ordinary course of its business, (ii) delivery of Inventory without charge in connection with promotions and marketing programs in the ordinary course of its business and (iii) disposal or return to supplier of obsolete or unmerchantable Inventory, the Borrower shall not sell, encumber or dispose of or permit the sale, encumbrance or disposal of Inventory. 3.12
Inventory and Receivables. The Company owns its notes or loans receivable and accounts receivable, free and clear of all Liens, except as set forth in Exhibit 3.14. The accounts receivable of the Company arose from the sale of services in the ordinary course of business and are good and collectible and are reflected in the Interim Financial Statements set forth in Section 3.8.1 and are not subject to any counter--claim or set--off or discount, and all of such accounts receivable, after giving effect to the Company Reserves, will be collectible in the ordinary course of business and each of the Company Reserves will have been established in accordance with GAAP applied on a consistent basis. The Company does not have any material amount of inventory.
Inventory and Receivables. The Borrower will not, on any date on or before the Security Termination Date, permit the ratio of (i) the sum of 65% of the aggregate amount of Inventory plus 85% of the aggregate amount of Accounts Receivable, in each case, of the Borrower and the other Grantors (other than any Grantor that has sold, conveyed or otherwise transferred Accounts Receivable in connection with a Receivables Financing) subject to the Lien of the Security Agreement (the sum of the foregoing amounts shall be calculated based on the book value of Inventory and Accounts Receivable, as applicable, in accordance with GAAP as set forth in the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, and shall apply, for purposes of determining compliance with this Section, from the date such financial statements are delivered until such sum is subsequently redetermined as described herein) to (ii) the aggregate Revolving Credit Exposure of all the Lenders under this Agreement and any Pari Passu Debt, in either case at such date, to be less than 1.30 to 1 (the “Coverage Covenant”).”
Inventory and Receivables. (a) The Inventory to be included in the Closing Balance Sheet will be in good condition, of a quantity and quality usable in the ordinary course of the US Wireless Sales Business and will be adequate and appropriate for the US Wireless Sales Business as conducted on the Closing Date. Obsolete, discontinued, returned, overage or off-quality goods will not constitute a material part of the Inventory and will be reflected on the Closing Balance Sheet at realizable market value.
Inventory and Receivables. (a) The Inventory will be in good condition, of a quantity and quality usable in the ordinary course of the EU Wireless Sales Business and will be adequate and appropriate for the EU Wireless Sales Business as now conducted. Obsolete, discontinued, returned, overage or off-quality goods will not constitute a material part of the Inventory and will be reflected on the Closing Balance Sheet at realizable market value.
Inventory and Receivables. The Borrower will not, at any date, ------------------------- permit the ratio of (i) the sum of (x) at all times prior to the Security Termination Date, the aggregate amount of inventory and accounts receivable of the Borrower and the Subsidiary Guarantors subject to the Lien of the Security Agreement or (y) on and after the Security Termination Date, the aggregate amount of inventory and accounts receivable owned by the Borrower and the Subsidiary Guarantors to (ii) the aggregate Revolving Credit Exposure of the Lenders under this Agreement at such date to be less than 1.30 to 1.
