Whiskey Inventory Sample Clauses

Whiskey Inventory. During the period from January 1, 2021 until the Closing Date, LRD and LBD covenant and agree to produce each month, on a combined basis, at least the number of barrels of whiskey set forth on Schedule 5.23, with partial months being pro-rated on a daily basis (the “Committed Barrels”). Within 30 days after the Closing, Buyer shall deliver to Sellers’ Representative a statement showing the cumulative number of barrels of whiskey actually produced by LRD and LBD from January 1, 2021 to and including the Closing Date (the “Actual Barrels”) and the number of Committed Barrels for such period, along with supporting documentation. The time periods and dispute resolution provisions of Section 2.4(c)-(j) shall apply mutatis mutandis to the calculation of the number of Committed Barrels and Actual Barrels. Upon the conclusion of such review, if the Committed Barrels exceed the Actual Barrels by at least 100 barrels, an amount equal to (i) the difference between the number of Committed Barrels and Actual Barrels multiplied by (ii) the per barrel production cost set forth on Schedule 5.23, shall be paid by Sellers to Buyer within five (5) Business Days after such determination by wire transfer of immediately available funds to the bank account for Buyer set forth on the Funds Flow Statement or as otherwise provided to Sellers’ Representative pursuant to Section 11.6, at least 2 Business Days prior to the payment thereof. Any payments made pursuant to this Section 5.23 shall be treated as an adjustment to the Merger Consideration by the Parties for Tax purposes, unless otherwise required by Law.
Sample 1
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Related to Whiskey 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.

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

  • Physical Inventory Borrower shall conduct a physical count of the Inventory at such intervals as FINOVA requests and promptly supply FINOVA with a copy of such accounts accompanied by a report of the value (calculated at the lower of cost or market value on a first in, first out basis) of the Inventory and such additional information with respect to the Inventory as FINOVA may request from time to time.

  • 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.

  • 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.

  • Inventory Records Each Loan Party keeps correct and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ Inventory and the book value thereof.

  • Merchantable Inventory All Inventory is in all material respects of good and marketable quality, free from all material defects.

  • 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.

  • Sale of Inventory Purchaser shall purchase (or shall cause its Affiliates to purchase) the Inventory in separate transactions in accordance with the terms and conditions contained in the Supply Agreement. It is agreed and understood by and between the Parties that the Purchase Price does not include the Inventory.

  • 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.

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