Inventory Count and Miscellaneous Equipment Verification Sample Clauses

Inventory Count and Miscellaneous Equipment Verification. Prior to the Closing, Simon and the Company shall conduct an inspection and physical count, if necessary, of the assets described on Exhibit A, other than Qualcomm units, to see if such assets are usable to Simon and agree on a price for such assets. Before or after Closing, Simon and the Company shall conduct an inspection and physical count of the Qualcomm units described on Exhibit A to verify such units are functioning properly and have firmware level 15.58 and above on 15 Mgz units and 14.09 or 14.10 on 12.5 Mgz units or are upgraded prior to Closing, at the Company's cost, to include such firmware, along with all necessary wiring, harnesses, and accessories. In the event any Qualcomm unit does not meet the required condition, Simon shall reduce the purchase price to be paid at Closing by $1,200 unit and deliver $1,200/unit to the Company within ten days of when the Qualcomm unit is presented in the required condition. Assets that are transferred hereunder shall be considered Transferred Assets.
Sample 1
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Inventory Count and Miscellaneous Equipment Verification. Prior to the Closing, Simon and the Company shall conduct an inspection and physical count, if necessary, of the assets described on Exhibit A, other than bulk fuel in storage and Qualcomm units, to see if such assets are usable to Simon and agree on a price for such assets. Prior to Closing, Simon and the Company shall conduct an inspection and physical count (or view serial numbers) of the Qualcomm units described on Exhibit A to verify such units have the SensorTrac feature and all necessary wiring, harnesses, and other accessories. In the event the Qualcomm units cannot be verified until after the Closing, any discrepancies from the required condition will be eligible for set-off under Section 10.9. Assets that are transferred hereunder shall be considered Transferred Assets. At Closing, Simon and the Company shall inspect bulk fuel in storage and agree on a price, based upon its cost to the Company.
Sample 1

Related to Inventory Count and Miscellaneous Equipment Verification

  • Annual Collateral Verification Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(c), Company shall deliver to Collateral Agent a certificate of an Authorized Officer either (i) confirming that there has been no change in such information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.1(o) or (ii) identifying such changes;

  • Changes in Equipment, Systems, Etc USBFS reserves the right to make changes from time to time, as it deems advisable, relating to its systems, programs, rules, operating schedules and equipment, so long as such changes do not adversely affect the services provided to the Trust under this Agreement.

  • Location of Equipment and Inventory All Equipment and Inventory are (i) located at the locations indicated on Schedule 4 (ii) in transit to such locations or (iii) in transit to a third party purchaser which will become obligated on a Receivable to the Debtor upon receipt. Except for Equipment and Inventory referred to in clauses (ii) and (iii) of the preceding sentence, the Debtor has exclusive possession and control of the Inventory and Equipment.

  • As to Equipment and Inventory The Grantor hereby agrees that it shall

  • 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.

  • Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor.

  • Maintenance of Securities and Cash at Bank and Subcustodian Locations Unless Instructions specifically require another location acceptable to the Bank:

  • Performance and Compliance with Contracts and Credit and Collection Policy The Seller shall (and shall cause the Servicer to), at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and timely and fully comply in all material respects with the applicable Credit and Collection Policies with regard to each Receivable and the related Contract.

  • 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.

  • Inventory and Equipment with Bailees Store the Inventory or Equipment of Parent, Borrowers or their respective Subsidiaries at any time now or hereafter with a bailee, warehouseman, or similar party.

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