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. (a) 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. 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. 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.
Inventory and Receivables. Sellers represent and warrant to Buyer as set forth herein: The inventory included in the Acquired Assets is saleable in the ordinary course of business except to the extent written down or reserved against in the Sellers’ financial statements provided to Buyer. The accounts receivable included in the Acquired Assets (i) arose from bona fide transactions in the ordinary course of business and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, (iii) are not subject to any set off, counterclaim or other defense and (iv) do not represent obligations which are conditional on an occurrence or event, or the absence of an occurrence or event. The accounts payable and accruals of Sellers have arisen in bona fide arm’s-length transactions in the ordinary course of business, and Sellers have been paying accounts payable as and when due. There are no unpaid invoices or bills representing amounts alleged to be owed by Sellers, or other alleged obligations of Sellers, which Sellers have disputed or determined to dispute or refuse to pay.
Inventory and Receivables. All inventory of the Division reflected on the June 30 Balance Sheet, and all inventory of the Division acquired since June 30, 1997, has been acquired in the ordinary course of the Business and maintained in accordance with the regular business practices of Seller. All Receivables stated on the June 30 Balance Sheet and all Receivables created since June 30, 1997 have arisen in the ordinary course of the Business. Except as set forth on Exhibit 6.5, the Receivables shown on the June 30 Balance Sheet (subject to reserves as reflected therein), and all Receivables acquired or generated by Seller relating to the Business since June 30, 1997, are bona fide receivables and represent amounts due with respect to actual transactions entered into in the ordinary course of business. Such reserves have been reflected on the Balance Sheet in accordance with GAAP and, in the good faith, reasonable estimate of Seller's management, are adequate. No such account has been assigned or pledged to any other person, firm or corporation. Except as may be set forth on Exhibit 6.5, Seller has not received Notice that any defense or setoff to any such account has been asserted by the account obligor and to Seller's knowledge, there is currently no dispute regarding the payment of any such receivables. No receivables or payables (other than (i) compensation (including salaries) paid in the ordinary course of business, (ii) payments contemplated by the Participating Loan Agreements between the Division and each of Messrs. Xxxxxx and Xxxxxxxx, each dated December 17, 1986 and (iii) payments contemplated by the Employee Relocation Loan Agreement, dated April 30, 1994, between Xxxxxx and Xxxxxx Xxxx and the Riverside County Publishing Company) between the Division or any officer, director or employee of Seller have been, since the date of the June 30 Balance Sheet, or will be prior to the Closing Date, acquired or generated. The inventories on the June 30 Balance Sheet are stated at the lower of cost (first in, first out method) or market in accordance with GAAP. Except for inventory or equipment supplied to the Division by its customers, all inventories used in or relating to the conduct of the business of the Division are owned by the Seller free and clear of any Lien other than Permitted Encumbrances.
Inventory and Receivables. 4.2.1 The Inventory is of good and merchantable quality in all material respects and salable in the Ordinary Course. The quantities of each item of Inventory are reasonably appropriate for conducting the business of the Company in the Ordinary Course of business as conducted by the Company prior to execution of this Agreement..
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 Company agrees that:
