INVENTORY EQUIPMENT Sample Clauses

INVENTORY EQUIPMENT. The fair market value of all Inventory of Borrower at any time is not more than One Hundred Thousand Dollars ($100,000) in the aggregate. The fair market value of all Equipment of Borrower at any time is not more than Three Million Dollars ($3,000,000) in the aggregate, and such Equipment is comprised of used computer equipment and furniture. No single location of Borrower contains Equipment with a fair market value of in excess of Three Hundred Thousand Dollars ($300,000).

INVENTORY EQUIPMENT. Seller will maintain inventory levels -------------------- consistent, in all material respects, with the inventory levels maintained by Seller as of the date of this Agreement; and Seller shall replace equipment that is damaged and disposed of with equipment of like kind and quality;

INVENTORY EQUIPMENT. (a) Schedule 3.6(a) sets for a complete list of Inventory as of the date hereof. All Inventory is of a quality and quantity usable in the Ordinary Course of Business. None of such Inventory is slow-moving, obsolete, damaged, defective or of below-standard quality. The values at which such Inventory is carried reflect an inventory valuation policy in accordance with the past custom and practice of Sellers. The quantities of each item of Inventory are not excessive but are reasonable in the present circumstances of the BioCDMO Business. All Inventory is maintained at the facilities of Sellers, and no Inventory is held on a consignment basis. (b) Schedule 3.6(b) sets forth a complete and accurate list of all of the Equipment other than items having a book or fair market value individually of less than $10,000. The Equipment Leases listed on Schedule 1.1A include all leases by a Seller of any item of personal property used in the BioCDMO Business. The Equipment, and all personal property held by a Seller under Equipment Leases, are utilized by Sellers in the Ordinary Course of Business and are in good condition and repair for their present use in the BioCDMO Business.

INVENTORY EQUIPMENT. (a) The inventory of the Target consists of raw materials and supplies, manufactured and processed parts, work in process, and finished goods, all of which is merchantable and fit for the purpose for which it was procured and manufactured, and none of which is slow moving, obsolete, damaged, or defective, subject only to the reserve for bad debt and allowance set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Target. (b) Each individual part of any piece of Equipment having a replacement cost in excess of $100,000, is (i) adequate and suitable for its present and intended use, (ii) in good working order, operating condition and state of repair (subject to normal wear and tear and breakdown rates customary for that particular Equipment), (iii) to the Knowledge of the Target has no defects (whether patent or latent), and (iv) has been maintained in accordance with normal industry practice.

INVENTORY EQUIPMENT a. The attached three page balance sheet provides an accurate statement of all inventory (including work in process and finished goods) of Deltco as of October 30, 1999 except as is set forth in part 2.9 of the Disclosure Schedule. All of Deltco's existing inventory (including all inventory that is reflected on the Unaudited Interim Balance Sheet and that has not been disposed of by Deltco since October 30, 1999): i) is of such quality and quantity as to be usable and saleable by Deltco in the ordinary course of business; ii) has been priced using the weighted average method of pricing inventory; and iii) is free of any defect or deficiency that would prevent the sale thereof by Deltco in the ordinary course of business. b. The attached three page balance sheet accurately reflects all equipment, furniture, fixtures, improvements and other tangible assets owned by Deltco as of October 30, 1999. c. Each asset of Deltco: i) is structurally sound, free of defects and deficiencies and in good condition and repair (ordinary wear and tear excepted); ii) to the best of the knowledge of Deltco and the Seller, complies in all respects with, and is being operated and otherwise used in material compliance with, all applicable legal requirements; and iii) is adequate for the uses to which it is being put.

INVENTORY EQUIPMENT. (a) Except as would not reasonably be expected to have a Material Adverse Effect, the inventory of the Company and its Subsidiaries (the “Inventory”) consists of items of a quantity and quality, usable, marketable, and saleable in the ordinary course of business. Except as would not reasonably be expected to have a Material Adverse Effect, no Inventory has been consigned to others or is on consignment from or is owned by others. Except as would not reasonably be expected to have a Material Adverse Effect, since the date of the Balance Sheet, the Company and its Subsidiaries have continued to replenish inventories in a normal and customary manner consistent with past practice. Except as would not reasonably be expected to have a Material Adverse Effect, none of the Company or any of its Subsidiaries has received written notice (or, to the Knowledge of the Company, oral notice) that it will experience in the foreseeable future any material difficulty in obtaining, in the desired quantity and quality the raw materials, supplies or component products required for the manufacture, assembly, or production of its products. (b) The material equipment of the Company is in operating condition in the ordinary course of business, normal wear and tear excepted, and has been maintained in accordance with prudent business practices and no such maintenance has been deferred, in each case except as would not reasonably be expected to have a Material Adverse Effect.

INVENTORY EQUIPMENT. (a) Schedule 3.12(a) sets forth a complete and accurate list of each category of items exceeding a total of $10,000 in value of the Company's inventory ("Inventory") and the cost thereof. All Inventory is reflected on the Unaudited Balance Sheet, and consists of a quality and quantity usable an salable in the ordinary course of business, except for obsolete items and items of below-standard quality, all of which have been written down in the Unaudited Balance Sheet to realizable market value or for which adequate reserves have been provided therein. Except as disclosed in Schedule 3.12(a), the quantities of all Inventory are reasonable and warranted in the present circumstances of the Company's business. (b) Schedule 3.12(b) lists all of the equipment used by the Company in connection with the business of the Company, including any office furniture and leased equipment (collectively, the "Equipment"). All of the Equipment is, as of the date of this Agreement, in generally good operating condition and repair and is adequate for the uses to which it is being put; and, except as disclosed in Schedule 3.12(b), none of the Equipment, as of the date of this Agreement, is in need of maintenance or repairs except for ordinary, routine maintenance and repairs which are not material in nature or cost. At the Closing, Buyer is accepting the Equipment "as is."

INVENTORY EQUIPMENT and All Other Assets Inventory, equipment, and all other assets of CD reflected on the Financial Statement, as adjusted for normal business transactions between the Valuation Date and the Closing Date, except for any positive or negative cash balance which is excluded from the transaction contemplated herein, are stated on the basis of actual cost (less depreciation in the case of equipment) (the "Accounting Value"). Immediately after the Closing Date, Buyer may engage an independent public accountant, at Buyer's sole cost and expense, to audit the inventory, equipment and other asset amounts for the purpose of verifying the Accounting Value, i.e., the accounting methodology used to determine the Accounting Value as opposed to fair market or net realizable value. Such audit shall be completed within 30 days of the Closing Date or Buyer shall be deemed to have waived its right to challenge, and shall be deemed to have accepted, the Accounting Value. If the Accounting Value as determined by such audit is more than five per cent (5%) less than that represented by Seller, Seller and Buyer shall mutually select another independent accountant to determine the Accounting Value, with such determination being final. In such event, Seller and Buyer shall evenly divide the cost and expense of the independent accountant. Buyer shall be credited, dollar for dollar, with the amount by which the Accounting Value as determined by the independent accountant is less than the Accounting Value represented by Seller.

INVENTORY EQUIPMENT. Except as set forth on Section 4.2.6 of the Deverra Disclosure Schedule, Deverra owns, possesses and is in control of all Inventory and Equipment, free and clear of any Encumbrances (other than Permitted Encumbrances) and free of any Liabilities and future Liabilities.