Prepaid Inventory Sample Clauses

Prepaid Inventory. The Borrowers shall not at any time acquire Inventory, on a prepaid basis, in an aggregate amount greater than $20,000,000.00, or in an amount greater than $5,000,000.00 from any one supplier or seller of such Inventory.
Sample 1
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Prepaid Inventory. On the Closing Date, Sellers will deliver to Buyer a statement setting forth a list of all of the inventory of Sellers that has been prepaid by Sellers prior to the Closing but not yet delivered to Sellers as of the Closing and that would have been reflected in the line item for “inventory” on a combined balance sheet of Sellers and the Included Subsidiaries as of the Closing but for the fact that such prepaid inventory had not yet been so delivered and that has not been included in the calculation of Closing Working Capital (the “Potential Prepaid Inventory”), together with the purchase price for each item of Potential Prepaid Inventory (the “Inventory Price”). Within 10 calendar days after the two-month anniversary of the Closing Date, Buyer will deliver to the Company a statement indicating which items of Potential Prepaid Inventory were delivered to Buyer or its Subsidiaries, and not returned or in the process of being returned, prior to the two-month anniversary of the Closing Date and which are included in the Purchased Assets and received free and clear of all Liens, other than those created by Buyer or its Affiliates and other than Permitted Liens (the “Delivered Prepaid Inventory”), and setting Buyer’s calculation of the aggregate Inventory Price of such Delivered Prepaid Inventory (the “Final Prepaid Inventory Statement”). The Company will have 10 calendar days following its receipt of the Final Prepaid Inventory Statement to review the Final Prepaid Inventory Statement and, during such time, Buyer will give the Company and its Representatives reasonable access to all Books and Records of Buyer as is reasonably requested by the Company to confirm the Final Prepaid Inventory Statement. Unless the Company delivers written notice to Buyer of any dispute thereof on or prior to the 10th calendar day after the Company’s receipt of the Final Prepaid Inventory Statement, the Company will be deemed to have accepted and agreed to the Final Prepaid Inventory Statement and the Inventory Price for the Delivered Prepaid Inventory reflected thereon and such statement will be final, binding and conclusive. If the Company notifies Buyer in writing of any dispute with respect to the Final Prepaid Inventory Statement or the Inventory Price for the Delivered Prepaid Inventory reflected thereon, then such dispute will be resolved in the same manner that Disputed Items are resolved pursuant to Section 3.4(c). Within five calendar days of the finalization of the Final ...
Sample 1
Prepaid Inventory. The following definition is added to Exhibit A:
Sample 1
Prepaid Inventory. 5.1 In the first week of every fiscal month of Supplier, Supplier will provide to Customer’s designated representative a breakdown of the Excess Materials balance, if any, as at the end of the prior month (the “Excess Materials Balance”). If the Excess Materials Balance for any given month has increased from that of the immediately preceding month, Supplier shall issue a debit note in USD to Teradyne (Asia) Pte., Ltd. (Attn: Accounting Manager), in an amount equal to the quoted Materials value allocable to the increase in the Excess Materials Balance. Upon approval of such breakdown and debit note, Customer shall make a pre-payment to Supplier with respect to said increase in Excess Materials in an amount equal to the face value of such debit note within thirty (30) days of notification by Supplier. If the Excess Materials Balance for any given month has decreased from that of the immediately preceding month, Supplier shall issue a credit note in USD to Customer (Attn: Accounting Manager), in an amount equal to the quoted Materials value allocable to the decrease in the Excess Materials Balance. Upon approval of such breakdown and credit note, Customer shall offset the credit note with the “Account Payable-Trade” balance and pay the net Account Payable amount to Supplier.
Sample 1

Related to Prepaid Inventory

  • Inventory To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

  • Eligible Inventory As to each item of Inventory that is identified by any Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory.

  • Prepaid Items Any prepaid items, including, without limitation, fees for licenses which are transferred to the Purchaser at the Closing and annual permit and inspection fees shall be apportioned between the Seller and the Purchaser at the Closing.

  • 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.

  • Inventories The Operator shall maintain detailed records of Controllable Material.

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

  • 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.

  • Accounts Receivable All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

  • Prepaid Expenses To the extent Expenses have been paid prior to the Closing Date for the rental period in which the Closing occurs, Seller shall account to Buyer for such prepaid Expenses, and Seller shall be credited for the amount of such prepaid expenses applicable to the period after the Closing Date.

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