Condition of Inventory. The Inventory included in the Acquired Assets is current, merchantable, saleable and usable in the ordinary course of business, consistent with past practice.
Condition of Inventory. Each Borrower will promptly, and in any event within two (2) Business Days after a Borrower becomes aware of the occurrence thereof, notify Lender of any event of deterioration, loss or depreciation of value of any substantial portion of its Inventory and the amount of such deterioration, loss or depreciation.
Condition of Inventory. All inventory, materials and supplies of Sellers are at least of merchantable quality for such items in the Business. The inventory reserves described in the Latest Financial Statements are adequate in all material respects.
Condition of Inventory. Each Borrower will immediately notify Lender of any event of deterioration, loss or depreciation of value of any substantial portion of its Inventory and the amount of such deterioration, loss or depreciation.
Condition of Inventory. (a) Seller's inventories of refrigerated products, frozen products, products, canned products and packaged products, tableware, cleaning supplies and other non-food products which are reflected on the Latest Balance Sheet and on the latest Monthly Statement were purchased or acquired in the ordinary course of business and in a manner consistent with the regular inventory practices of Seller and, except for any obsolete inventory described in the inventory report previously delivered to Buyer and dated October 19, 1995, the value of which in the aggregate does not exceed 8% of the cost of inventory as reflected on the Closing Balance Sheet (the "Unsalable Inventory"), are new, good and merchantable, and are salable in the ordinary course of business without discount from the prices generally charged by Seller for like items. The quantities of such inventory held by Seller are reasonable and justified in the present circumstances of its Business. On the Balance Sheet Date, Seller's inventories which are reflected on the Latest Balance Sheet were priced at lower of cost (on the last-in first-out basis) or market, and were (as to classes of items inventoried and methods of accounting and pricing) determined in a manner consistent with prior years.
Condition of Inventory. Each Borrower will immediately notify the Agent of any event of deterioration, loss or depreciation of value of any substantial portion of its inventory and the amount of such deterioration, loss or depreciation. Expenses of the Agent. The Borrowers will reimburse the Agent on demand for all reasonable expenses (including the reasonable fees and expenses of legal counsel for the Agent) in connection with the enforcement of the Banks' rights to take possession of the Collateral and the proceeds thereof and to hold, collect, render in compliance with applicable environmental laws and regulations, prepare for sale, sell and dispose of the Collateral.
Condition of Inventory. The Inventory is in good and merchantable condition and is suitable and usable or saleable in the ordinary course of the Business for the purposes intended, net of reserves set forth on (or consistent with the amounts set forth on) the Seller and/or Parent's books or records. The Inventory that consists of finished products does not have an expiration date that is less than six months from the date of this Bill of Sale.
Condition of Inventory. Except as disclosed on Exhibit T, the ----------------------- inventories of supplies of Seller (collectively, the "Inventory") are (i) of good and standard quality, (ii) fit for the purpose for which they were made and salable or usable (as the case may be) in the ordinary course of business, (iii) contain no obsolete or surplus items, and (iv) are at or above the levels required by any Federal or State agency regulating Seller.
Condition of Inventory. Except as set forth on Schedule 4.24, the inventory of the Business is, and the work-in-process of the Business, when completed, will be, merchantable, fit for the purpose for which it was procured or manufactured, useable and saleable in the ordinary course of business. Such inventory is not and such work-in-process, when completed, will not be surplus. As used in the foregoing sentence, “surplus” refers to inventory which does not, or work-in-process which, when completed, will not, exceed known or anticipated requirements in the reasonable business judgment of Seller. Such inventory and work-in-process, as of June 30, 2009, is carried on the Most Recent Balance Sheet at an amount not in excess of the lower of cost or net realizable value. Except as set forth on Schedule 4.24, all inventory items are located at the Leased Real Property. Since the date of the Most Recent Balance Sheet, no inventory items have been sold or disposed of except through sales in the ordinary course of business.
Condition of Inventory. The Company's inventory is, and the Company's work-in-process, when completed, will be, merchantable, fit for the purpose for which it was procured or manufactured, useable and saleable in the ordinary course of busineSection. The Company's inventory is not, and the Company's work-in-process, when completed, will not be, obsolete or surplus. The Company's inventory and work-in-process are carried on the Most Recent Balance Sheet of Tadim or the Most Recent Balance Sheet of HPG at amounts not in excess of the lower of cost or net realizable value. As used in the foregoing sentences, "obsolete" refers to inventory which is not, or work-in-process which, when completed, will not be, useable or saleable because of legal restrictions, failure to meet specifications, loss of market, damage, physical deterioration or any other cause whatsoever, and "surplus" refers to inventory which does not, or work-in-process which, when completed, will not, exceed known or anticipated requirements in the reasonable business judgment of the Company. In addition, any inventory which, in the opinion of Ernst & Younx, xxxx xxx be useable and/or saleable within one year after the Closing Date will be deemed to be obsolete, and shall be written down to zero value for purposes of computation of the Price Adjustment.
