Sale of Specified Inventory and ASI Parts Sample Clauses

Sale of Specified Inventory and ASI Parts. Following the Closing, Buyer and TIMCO shall use their collective reasonable commercial efforts to sell the Specified Inventory and ASI Parts listed on Schedules 14.1(a)-1 and -2, respectively. Within sixty (60) days after the first anniversary of the Closing Date, Buyer will deliver to TIMCO a Post-Closing Inventory Statement covering the immediately preceding twelve (12) month period. Consistent with the requirements for the conduct of Buyer's business, it will use reasonable efforts to use items from the Specified Inventory and ASI Parts to fill orders for work. During the twelve-month period following Closing, Buyer will not sell items from the Specified Inventory or sell or consume ASI Parts outside of the ordinary course of business or at a discount in excess of seventy-five percent (75%) of Buyer's cost without consultation with TIMCO. TIMCO shall have the right to review Buyer's records at Buyer's offices within thirty (30) days after it receives the Post-Closing Inventory Statement upon at least five (5) days' notice to Buyer; provided that such review does not unduly interfere within normal operations of Buyer's business and that TIMCO will retain in strict confidence, except for the purposes of this Agreement, all information obtained by it during that review.
Sample 1
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Related to Sale of Specified Inventory and ASI Parts

  • Party A’s Representations and Warranties Party A represents and warrants as follows:

  • Times for making representations and warranties (a) The representations and warranties set out in this Clause are made by each Original Obligor on the date of this Agreement.

  • Licensee’s Representations and Warranties LICENSEE represents and warrants that:

  • Licensee Representations and Warranties Licensee represents and warrants as follows:

  • Tenant Representation and Warranty Tenant hereby represents and warrants to Landlord that (i) neither Tenant nor any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority at any time to take remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted by Tenant of such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question, and (ii) Tenant is not subject to any enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority). If Landlord determines that this representation and warranty was not true as of the date of this lease, Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion.

  • Pledgor’s Representations and Warranties The Pledgor hereby represents and warrants as of the effective date of this Agreement:

  • Perfection Representations and Warranties If the transfer of the Conveyed Assets under this Agreement is determined to be a pledge relating to a financing or is determined not to be an absolute sale and assignment, the Depositor makes the following representations and warranties on which the Issuer is relying in purchasing the Conveyed Assets. The representations and warranties are made as of the Closing Date, but shall survive the sale, transfer and assignment of the Conveyed Assets by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:

  • Additional Representation and Warranty The parties hereby warrant that neither party shall knowingly insert into any interface, other software, or other program provided by such party to the other hereunder, or accessible on the Electronic Services site or Trust’s web site(s), as the case may be, any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus” or other computer software code or routines or hardware components designed to disable, damage or impair the operation of any system, program or operation hereunder. For failure to comply with this warranty, the non-complying party shall immediately replace all copies of the affected work product, system or software. All costs incurred with replacement including, but not limited to, cost of media, shipping, deliveries and installation, shall be borne by such party.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Restatement of Representations and Warranties The Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof, except to the extent that any representation or warranty related to an earlier specified date, and with specific reference to this Amendment and all other loan documents executed and/or delivered in connection herewith.

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