Excluded Inventory. All inventory (including in-transit inventory), raw materials, packaging, finished goods, parts and supplies located at the Real Property and used or intended to be used to meet the Seller’s or its subsidiaries’ production requirements (the “Excluded Inventory”). An approximation of the Excluded Inventory is described on Schedule 1.3(h).
Excluded Inventory. Inventory that is (i) damaged, (ii) obsolete, discontinued, outdated, dead or excess, including Inventory that is more than twelve (12) months old as of the Closing Date and/or (iii) not of useable or saleable quality or quantity in the ordinary course of business (collectively, the “Excluded Inventory”). Excluded Inventory shall include, without limitation, such items of inventory set forth on Schedule 2.4.
Excluded Inventory. Any and all Excluded Inventory;
Excluded Inventory. All inventory of Seller's Non-Xerox Business plus the inventory used in Seller's Xerox Laser Printer Maintenance Business that is not in the possession of Seller's engineers or field or service representatives, not located at customer sites, and not in transit from or to the Seller's sites and the customer's sites (the "Excluded Inventory"); and
Excluded Inventory. Permit the average value of Excluded Inventory of the Companies (as calculated for the most recently ended 6 month period) to exceed 75% of the average value of Inventory of the Companies (as calculated for the most recently ended 6 month period) for any three consecutive monthly reporting periods.
Excluded Inventory. The laboratory and office supplies and similar materials set forth on Schedule 1.2(j) (the "Excluded Inventory");
Excluded Inventory. All inventory owned by the Company or any third party , including raw materials, work in progress and finished goods existing as of the Closing Date (the "Excluded Inventory").
Excluded Inventory. The inventory described on SCHEDULE 1.2(c), which inventory has an aggregate book value of $1,750,000 (the "EXCLUDED INVENTORY"); it being agreed that any expenses incurred in connection with such transfer of the Excluded Inventory shall be paid by Sellers and shall not affect the Purchase Price (as hereinafter defined) and shall not be an Assumed Liability (as hereinafter defined);
Excluded Inventory. All inventory of Seller which Buyer elects not to purchase pursuant to Article 1 (the "Excluded Inventory") which is referenced on Schedule 1.01(b) shall be held by Buyer following the Closing but title thereto shall remain with Seller. Following the Closing, to the extent Buyer shall sell any Excluded Inventory, Buyer shall pay to Sentex the lesser of (a) the book value of such Excluded Inventory that Buyer has sold and (b) an amount equal to the price at which such Excluded Inventory is sold, provided that Buyer shall return to Seller all Excluded Inventory that has not been sold on or before five (5) years following the Closing Date. Monitek and Sentex shall have the right, not more than once each calendar year, at their own expense, upon reasonable notice and during normal business hours, to review the books and records of Buyer to verify the amount of Excluded Inventory held by Buyer and the calculation of any payments with respect thereto due to Seller. Any confidential information of Buyer that is obtained by Monitek or Sentex as a result of such review shall be kept in confidence by Monitek and Sentex and shall be protected from disclosure in the same manner as the confidential information of Monitek and Sentex.
Excluded Inventory. After the Closing, Exxxxxxxx will afford to Seller and its agents access during normal business hours to the facilities of Exxxxxxxx in order to enable Seller to access and sell the naphtha, distillate and VGO / gas oil excluded from Inventory. After the Closing, sales of naphtha, distillate and VGO / gas oil, respectively, fulfilled from the inventories of Exxxxxxxx and in aggregate amounts up to and not to exceed the aggregate amount of naphtha, distillate and VGO / gas oil, respectively, held in inventory by Exxxxxxxx as of the Closing Date (as calculated pursuant to Section 3.4(a)) shall be for the account of Seller. After the volume of naphtha, distillate and VGO / gas oil held in inventory by Exxxxxxxx as of the Closing Date has been depleted, all subsequent sales of naphtha, distillate and VGO / gas oil shall be for the account of Exxxxxxxx.
