CLI Contribution definition
Examples of CLI Contribution in a sentence
CLI is, immediately prior to the CLI Contribution, the true and lawful owner of the CLI Assets, free and clear of all Encumbrances of any kind the, except as set forth on Section 3.05(e)(ii) of the Disclosure Schedule (the "Permitted Encumbrances").
CLI is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the business, results of operations or financial condition of CLI as in effect immediately prior to the CLI Contribution (a "CLI Material Adverse Effect").
All Inventory included in the CLI Assets, including, --------- without limitation, all products described in CLI's current catalogues and those which are to be shipped in the 120-day period following CLI Contribution, consist of a quality and quantity usable and saleable in the Ordinary Course of Business, except for obsolete, damaged or overstocked Inventory, which has been written-off, or for which an adequate reserve has been taken on the CLI Balance Sheet.