MISCELLANEOUS INVENTORIES Sample Clauses

MISCELLANEOUS INVENTORIES. At the Closing, the Buyer shall purchase all useable gas, oil and grease, all undercoat material and body materials in unopened cans and such other miscellaneous useable and saleable articles in unbroken lots (including office supplies) which (i) are on the Seller's dealership premises, (ii) are owned by the Seller on the Closing Date, (iii) do not represent more than a sixty (60) day supply of any particular item(s), and (iv) are identified in the Inventory taken by the Inventory Service on the Inventory Date the ("MISCELLANEOUS INVENTORIES"). The purchase price for the Miscellaneous Inventories shall be equal to the replacement cost of the Miscellaneous Inventories as determined by the Inventory Service and set forth on the Inventory (the sum of all prices of the Miscellaneous Inventories pursuant to the terms of this Section 5.1 shall be referred to herein as the "MISCELLANEOUS INVENTORIES PURCHASE PRICE").
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MISCELLANEOUS INVENTORIES. All other Inventories at the Ethanol Plant that cannot be measured, will transfer to Buyer or Buyer’s Affiliate at Closing for no additional consideration in accordance with the Agreement.
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MISCELLANEOUS INVENTORIES. Miscellaneous ------------------------- ------------- Inventories" shall include all useable gas, oil and grease, all undercoat ----------- material and body materials in unopened cans and such other miscellaneous useable and saleable articles in unbroken lots (including office supplies) which are owned by the Companies on the Closing Date provided that Miscellaneous Inventories shall not include any miscellaneous inventories which represent more than a sixty (60) day supply of any particular item(s). The value of the Miscellaneous Inventories shall be equal to the replacement cost of the Miscellaneous Inventories as determined by the Inventory Service and set forth on the Inventory. The Closing Balance Sheet shall allocate no value to any miscellaneous items that are not included in the Miscellaneous Inventories, including such items of miscellaneous inventories which represent more than a sixty (60) day supply of such item, and the Seller may cause the respective Company to divest any such miscellaneous items prior to Closing in accordance with Section 1.5.
Sample 1
MISCELLANEOUS INVENTORIES. MISCELLANEOUS INVENTORIES" shall include all useable gas, oil and grease, all undercoat material and body materials in unopened cans and such other miscellaneous useable and saleable articles in unbroken lots (including office supplies) which are owned by the Company on the Closing Date provided that Miscellaneous Inventories shall not include any miscellaneous inventories which represent more than a sixty (60) day supply of any particular item(s). The value of the Miscellaneous Inventories shall be equal to the replacement cost of the Miscellaneous Inventories as determined by the Inventory Service and set forth on the Inventory. The Closing Balance Sheet shall allocate no value to any miscellaneous items that are not included in the Miscellaneous Inventories, and the Sellers may divest any such miscellaneous items prior to Closing in accordance with Section 1.7.
Sample 1
MISCELLANEOUS INVENTORIES. MISCELLANEOUS INVENTORIES" shall include (a) all useable gas, oil and grease, all undercoat material and body materials in unopened cans and such other miscellaneous useable and saleable articles in unbroken lots (including office supplies) which are owned by the Company on the Closing Date provided that Miscellaneous Inventories shall not include any miscellaneous inventories which represent more than a sixty (60) day supply of any particular item(s) and (b) all t-shirts, caps and other clothing items which bear the Company's logo and are not defective or damaged in any manner. The value of the Miscellaneous Inventories shall be equal to the current replacement cost of the Miscellaneous Inventories as determined by the Inventory Service and set forth on the Inventory; provided, however, the value of such shirts, caps and other clothing items shall be equal to the Company's actual cost thereof. In the event that the Buyer and the Sellers' Agent cannot agree upon a value with respect to any particular miscellaneous items, then such items shall not be included in the Miscellaneous Inventories. Such miscellaneous items shall be considered Excluded Assets, and such miscellaneous items shall be valued on the Closing Balance Sheet and disposed of in accordance with Subsection XI.
Sample 1
MISCELLANEOUS INVENTORIES. For purposes of the Closing Balance Sheet, the Assets shall include all useable gas, oil and grease, all undercoat material and body materials in unopened cans and such miscellaneous useable and saleable articles in unbroken lots (including boutique accessories and pro shop items) which (i) are on the Company's dealership premises, (ii) are owned by the Company on the Effective Closing Date, and (iii) are identified in the Inventory taken by the Inventory Service on the Inventory Date (the foregoing being, collectively, "MISCELLANEOUS INVENTORIES"). For purposes of calculating the Net Book Value, the value of the Miscellaneous Inventories shall be equal to the replacement cost of the Miscellaneous Inventories as determined by the Inventory Service and set forth on the Inventory (the sum of all values of the Miscellaneous Inventories pursuant to the terms of this Section 5.1 shall be referred to herein as the "MISCELLANEOUS INVENTORIES VALUE").
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MISCELLANEOUS INVENTORIES. 14 5.2 MISCELLANEOUS ITEMS NOT INCLUDED IN THE INVENTORY............................15 5.3
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Related to MISCELLANEOUS INVENTORIES

  • Miscellaneous Items Borrower shall deliver to Lender such other items, documents and evidences pertaining to the Line of Credit as may reasonably be requested by Lender.

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  • Miscellaneous Fees In addition to the Course Fees, the miscellaneous fees set out in Schedule 2.2 may be payable by the Student (the “Miscellaneous Fees”).

  • Miscellaneous Expenses Board members may seek reimbursement for other expenses incurred while attending a meeting sponsored by organizations described herein by fully describing the expenses on the expense form, attaching receipts.

  • Miscellaneous Requirements A. To comply with Texas Health and Safety Code, §85.113 and §85.115 concerning workplace and confidentiality guidelines for persons with AIDS or HIV.

  • Miscellaneous Charges Miscellaneous Charges apply for the following miscellaneous services when provided with LIS trunks. Exhibit A includes a reference to the Tariff, catalog, price list, or other similar document that provides the amount of each Miscellaneous Charge.

  • MISCELLANEOUS CLAUSES 18.1. No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement.

  • Miscellaneous and General 9.1. Survival.....................................................................49 9.2. Modification or Amendment....................................................50 9.3.

  • Miscellaneous Agreements Subject to terms and conditions of this Agreement, each party shall use its commercially reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, appropriate, or desirable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. After the Closing Date, if Buyer considers or is advised that any further assignment, conveyance or other documents are necessary or desirable to vest, perfect, confirm or record in the Company title to any of the Assets or to aid in the prosecution, defense or enforcement of any rights arising from the transfer of the Shares to Buyer, Seller shall cause its authorized officer to execute and deliver promptly to Buyer any and all assignments, powers of attorney or other documents and do all things requested by Buyer to vest, perfect or confirm title to the Assets in the Company and title to the Shares in Buyer or to convey such other rights as provided herein or to otherwise carry out the intent of this Agreement.

  • Miscellaneous Rules 1. The provisions of this Convention shall not be construed to restrict in any manner any exemption, allowance, credit or other deduction accorded:

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