Common use of Inventory Clause in Contracts

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 20 contracts

Samples: Stock Purchase Agreement (Flora Growth Corp.), Stock Purchase Agreement (LifeMD, Inc.), Stock Purchase Agreement (Synalloy Corp)

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Inventory. All inventory of the CompanyInventory, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory Inventory is owned by the Company Seller free and clear of all Encumbrances, and no inventory Inventory is held on a consignment basis. The quantities of each item of inventory Inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the CompanySeller.

Appears in 12 contracts

Samples: Asset Purchase Agreement (Super League Gaming, Inc.), Dairy Asset Purchase Agreement, Asset Purchase Agreement (Tattooed Chef, Inc.)

Inventory. All inventory of the Company, whether or not reflected in the Interim Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 5 contracts

Samples: Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (Multimedia Platforms Inc.)

Inventory. All inventory of the Company, whether or not reflected in the Financial Statements or Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practicebusiness, except for obsoleteobsolete items and items of below-standard quality, damaged, defective or slow-moving items that all of which have been written off or written down to fair market net realizable value in the Financial Statements or for which adequate reserves the Balance Sheet, as the case may be. All inventories not written off have been established. All such inventory is owned by priced at the Company free and clear lower of all Encumbrances, and no inventory is held cost or market on a consignment first in, first out basis. The quantities of each item of inventory (whether raw materials, work-in-process process, or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Thermoview Industries Inc), Stock Purchase Agreement (Thermoview Industries Inc), Agreement and Plan of Merger (Thermoview Industries Inc)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, Encumbrances and no inventory is held on a consignment basis. The To Seller’s Knowledge, the quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Denim LA, Inc.), Membership Interest Purchase Agreement (Digital Brands Group, Inc.)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, Encumbrances and no inventory is held on a consignment basis. The To the Company’s Knowledge, the quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Digital Brands Group, Inc.)

Inventory. All inventory of the Company, whether or not reflected in the Balance SheetFinancial Statements, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all EncumbrancesLiens, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 2 contracts

Samples: Stock Purchase Agreement (I3 Verticals, Inc.), Stock Purchase Agreement (I3 Verticals, Inc.)

Inventory. All inventory of the CompanyXxxxxx, whether or not reflected in the Xxxxxx Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company Xxxxxx free and clear of all EncumbrancesLiens, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the CompanyXxxxxx.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Digital Brands Group, Inc.), Agreement and Plan of Merger (Denim LA, Inc.)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, excessive but are reasonable in the present circumstances of the Company.

Appears in 2 contracts

Samples: Stock Purchase Agreement (R F Industries LTD), Securities Purchase Agreement (Athena Bitcoin Global)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable saleable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been establishedestablished consistent with the Accounting Principles. All such inventory is owned by the Company free and clear of all Encumbrances (except Permitted Encumbrances), and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Ennis, Inc.), Unit Purchase Agreement (Ennis, Inc.)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, Encumbrances and no inventory is held on a consignment basis. The To Sellers’ Knowledge, the quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Digital Brands Group, Inc.)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable sellable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Focus Universal Inc.)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company, except where the failure to maintain adequate or excessive quantities of inventory would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)

Inventory. All inventory of the CompanyCompanies, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been establishedestablished in all material respects. All such inventory is owned by the either Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are reasonable and not excessive, but are reasonable excessive in any material respect in the present circumstances of the CompanyCompanies.

Appears in 1 contract

Samples: Unit Purchase Agreement (Myers Industries Inc)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective defective, or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but excessive and are reasonable in the present circumstances of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Solitron Devices Inc)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, Encumbrances and no inventory is held on a consignment basis. The To Sellers’ Knowledge, the quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.. ​

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course Ordinary Course of business Business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GigCapital2, Inc.)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All The Company owns all such inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Society Pass Incorporated.)

Inventory. All finished goods inventory of the Company, whether or not reflected in the Balance Sheet, Company consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The To Seller’s Knowledge, the quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Astec Industries Inc)

Inventory. All inventory of the CompanyCompanies, whether or not reflected in the Financial Statements or Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practicebusiness, except for obsoleteobsolete items and items of below-standard quality, damaged, defective or slow-moving items that all of which have been written off or written down to fair market net realizable value in the Financial Statements or for which adequate reserves the Balance Sheet, as the case may be. All inventories not written off have been established. All such inventory is owned by priced at the Company free and clear lower of all Encumbrances, and no inventory is held cost or market on a consignment weighted average basis. The quantities of each item of inventory (whether raw materials, work-in-process process, or finished goods) are not excessive, but are reasonable in the present circumstances of the CompanyCompanies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

Inventory. All inventory of the CompanyCompany and any Subsidiary, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company and the respective Subsidiary free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harvard Bioscience Inc)

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Inventory. All inventory of the Company, whether or not reflected in the Balance SheetApplicable Financial Statements, consists of a quality and quantity usable and salable in the ordinary course Ordinary Course of business consistent with past practiceBusiness, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All Except as set forth on Schedule 5.24, all such inventory is owned by the Company free and clear of all EncumbrancesLiens, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Broadwind Energy, Inc.)

Inventory. All inventory of the CompanyAcquired Companies, whether or not reflected in the Interim Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course Ordinary Course of business consistent with past practiceBusiness, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company Acquired Companies free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-work in process or finished goods) are not excessive, but are reasonable in the present circumstances of the CompanyAcquired Companies.

Appears in 1 contract

Samples: Share Purchase Agreement (EnerSys)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company free and clear of all Encumbrances, and no r.o inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process inprocess or finished goods) are not excessive, excessive but are reasonable in the present circumstances of the Company. xxviii.

Appears in 1 contract

Samples: Share Transfr Agreement (TripBorn, Inc.)

Inventory. All inventory of the each Company, whether or not reflected in the Financial Statements or Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practicebusiness, except for obsoleteobsolete items and items of below-standard quality, damaged, defective or slow-moving items that all of which have been written off or written down to fair market net realizable value in the Financial Statements or for which adequate reserves the Balance Sheet, as the case may be. All inventories not written off have been established. All such inventory is owned by priced at the Company free and clear lower of all Encumbrances, and no inventory is held cost or market on a consignment first in, first out basis. The quantities of each item of inventory (whether raw materials, work-in-process process, or finished goods) are not excessive, but are reasonable in the present circumstances of the each Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thermoview Industries Inc)

Inventory. All inventory of the Company, whether or not reflected in the Unaudited Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course Ordinary Course of business consistent with past practiceBusiness, except for obsoleteobsolete items and items of below-standard quality, damaged, defective or slow-moving items that all of which have been written off or written down to fair market net realizable value in the Unaudited Balance Sheet or for which adequate reserves on the accounting records of the Company as of the Closing Date, as the case may be. All inventories not written off have been established. All such inventory is owned by priced at the Company free and clear lower of all Encumbrances, and no inventory is held on a consignment basiscost or market. The quantities of each item of inventory (whether raw materials, work-in-process process, or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

Appears in 1 contract

Samples: Stock Exchange Agreement (Serefex Corp)

Inventory. All Any inventory of the CompanyCompanies, whether or not reflected in the Balance SheetFinancial Statements, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such Any inventory of the Companies is owned by the Company Companies free and clear of all EncumbrancesLiens, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the CompanyCompanies.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (I3 Verticals, Inc.)

Inventory. All inventory of the CompanyCompany Group, whether or not reflected in the Interim Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company Group free and clear of all EncumbrancesLiens, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the CompanyCompany Group.

Appears in 1 contract

Samples: Share Purchase Agreement (PGT Innovations, Inc.)

Inventory. All inventory of the each Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the a Company free and clear of all EncumbrancesLiens, other than Permitted Liens, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the each Company.

Appears in 1 contract

Samples: Unit Purchase Agreement (Allied Motion Technologies Inc)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists Company is of a quality and quantity usable and salable in the ordinary course of business consistent with past practicebusiness, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been establishedestablished and as of the Balance Sheet Date were reflected in the Current Balance Sheet. All such inventory of the Company is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable except to the extent of inventory reserves reflected in the present circumstances of the CompanyCurrent Balance Sheet.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advanced Energy Industries Inc)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, each Acquired Company consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective defective, or slow-moving items that have been written off or written down to fair market value in the Financial Statements or for which adequate reserves have been established. All such inventory is owned by the an Acquired Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process process, or finished goods) are not excessive, but are reasonable in the present circumstances of the each Acquired Company.

Appears in 1 contract

Samples: Share Purchase Agreement (Allied Motion Technologies Inc)

Inventory. All inventory of the CompanyAcquired Companies, whether or not reflected in on the Latest Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practicebusiness, except for obsolete, damaged, defective damaged or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company Acquired Companies free and clear of all Encumbrancesany Lien (other than Permitted Liens), and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the CompanyAcquired Companies.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Myers Industries Inc)

Inventory. All inventory of the Company, whether or not reflected in the Balance Sheetmost recent Financial Statements provided to Parent, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company Company, as applicable, free and clear of all EncumbrancesLiens, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the CompanyBusiness.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clinigence Holdings, Inc.)

Inventory. All inventory of the CompanyXxxxxx, whether or not reflected in the Xxxxxx Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the Company Xxxxxx free and clear of all EncumbrancesLiens, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.Xxxxxx. ​

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Brands Group, Inc.)

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