Ordered Inventory definition

Ordered Inventory means Inventory (other than Prepaid Inventory) of the type set forth on Schedule 1.1(f) that has been ordered by Sellers prior to the Closing Date but as to which Sellers have not taken title or delivery prior to the Closing Date.
Sample 1Sample 2Sample 3
Ordered Inventory has the meaning set forth in Section 4.
Sample 1Sample 2Sample 3
Ordered Inventory means inventory covered by or included in a Pre-Closing Inventory Order with respect to which, as of the Closing Date, a letter of credit has been issued pursuant to a Trade LC Facility, but has not yet been drawn. For purposes of clarification, the parties hereby agree that (i) if any such letter of credit issued pursuant to a Trade LC Facility has been drawn, such inventory shall be deemed to be included under the definition of "Inventory" and (ii) "Ordered Inventory" shall exclude any such inventory located in or on the premises of, or in transit to or acquired for, the Flagship Stores.
Sample 1Sample 2

Examples of Ordered Inventory in a sentence

  • Part 2.1(c) contains a true and complete listing of Received Inventory and Ordered Inventory as of the date hereof.

  • At the Sale Hearing, this Court rejected the Buyer’s argument that it was only obligated to assume up to $166 million in payment obligations with respect to Ordered Inventory and not both $166 million of Other Payables and all payment obligations with respect to Ordered Inventory.

  • Upon reimbursement (including through a draw on a Supporting LC) of a payment made by DEI or its Affiliates with respect to Buyer Ordered Inventory, the applicable bill of lading, if and to the extent assignable, shall be assigned to the Company (if such bill of lading is not issued in the name of the Company but is instead issued in the name of DEI or any of its Affiliates).

  • The Court likewise rejected the Buyer’s untenable position that the APA capped its obligations with respect to Ordered Inventory at $166 million.

  • Notwithstanding, the Buyer has, since Closing, failed and refused to fulfill its obligation to assume approximately $166 million of Other Payables, claiming despite the APA’s unambiguous terms that it is only obligated to assume one obligation (up to $166 million in payment obligations with respect to Ordered Inventory) and not both.

  • The Purchase Price Rebate was equal to the sum of $8,250,000 plus an amount equal to Man Alive’s gift card liability, minus an amount equal to forty percent (40%) of the sum of the value of (A) the value of the Received Inventory in excess of $7,500,000, plus (B) the value of the Ordered Inventory.

  • Accordingly, the Court should compel the Buyer to perform its obligations under Section2.3 and assume approximately $166 million of Other Payables and all payment obligations with respect to Ordered Inventory.

  • To the extent Seller receives any Ordered Inventory after Closing, Seller shall, at its own expense, ship any such Ordered Inventory to Buyer’s distribution center(s) as directed by Buyer.

  • Nor does it have an obligation with respect to $166 million in Other Payables (as defined in the Asset Purchase Agreement) with respect to items other than Ordered Inventory (as defined in the Asset Purchase Agreement) as discussed briefly at the Sale Hearing.

  • No later than October 31, 2009, Seller shall provide Buyer with a reconciliation of Ordered Inventory to actual received Ordered Inventory (and defective inventory, if any) and the net adjustment, if any, shall be paid by Seller to Buyer based on a pro-rata allocation of 60% to Seller and 40% to Buyer (it being the intention that Buyer will, after adjustment, only be responsible for paying forty percent (40%) of the actual received Ordered Inventory amount).


More Definitions of Ordered Inventory

Ordered Inventory means purchase orders for prescription drugs that have not been received by Sunrise prior to the Closing (and which are therefore not included among the Inventory), a list of which shall be provided to Company at Closing and which shall be limited to orders in the ordinary course of business consistent with past practices and not in excess of normal, ordinary and usual requirements of Sunrise, and not at prices in excess of prices normally and customarily paid by Sunrise for similar prescription drugs, excluding price increases imposed by suppliers in the ordinary course of business.
Sample 1
Ordered Inventory means purchase orders by a Seller made prior to the Closing Date to acquire prescription drugs for resale in the Pharmacy Business (and which are therefore not included among the Inventory), a list of which shall be provided to Buyer at Closing and which shall be limited to orders in the ordinary course of business consistent with past practices and not in excess of normal, ordinary and usual requirements of the Pharmacy Business, and not at prices in excess of prices normally and customarily paid by a Seller for similar prescription drugs, and which shall not in any event exceed One Million Dollars ($1,000,000) in the aggregate.
Sample 1
Ordered Inventory means all finished goods which have been ordered but not yet received by the Company and as to which a documentary Letter of Credit supporting the Company's purchase of such finished goods is outstanding."
Sample 1
Ordered Inventory means purchase orders by PRI or NCL for prescription drugs that have not been received prior to the Closing (and which are therefore not included among the Inventory), a list of which shall be provided to Buyer at Closing and which shall be limited to orders in the ordinary course of business consistent with past practices and not in excess of normal, ordinary and usual requirements of PRI and NCL, and not at prices in excess of prices normally and customarily paid by PRI and NCL or its affiliates for similar prescription drugs.
Sample 1

Related to Ordered Inventory

  • Excluded Inventory shall have the meaning set forth in Section 2.4.

  • Transferred Inventory has the meaning set forth in Section 2.2(a)(iii).

  • Consigned Inventory means Inventory of any Borrower that is in the possession of another Person on a consignment, sale or return, or other basis that does not constitute a final sale and acceptance of such Inventory.

  • Inventory is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

  • Eligible Inventory means and include Inventory of a Borrower, excluding work in process, valued at the lower of cost or market value, determined on a first-in-first-out basis, which is not, in Administrative Agent’s Permitted Discretion, obsolete, slow moving or unmerchantable and which Administrative Agent, in its Permitted Discretion, shall not deem ineligible Inventory, based on such considerations as Administrative Agent may from time to time deem appropriate including whether the Inventory is subject to a perfected, first priority security interest in favor of Administrative Agent and no other Lien (other than a Permitted Encumbrance). In addition, Inventory shall not be Eligible Inventory if it: (a) does not conform to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is Foreign In-Transit Inventory or in-transit within the United States; (c) is located outside the continental United States; (d) constitutes Consigned Inventory; (e) is the subject of an Intellectual Property Claim; (f) is subject to a License Agreement that limits, conditions or restricts the applicable Borrower’s or Administrative Agent’s right to sell or otherwise dispose of such Inventory, unless Administrative Agent is a party to a Licensor/Administrative Agent Agreement with the Licensor under such License Agreement (or Administrative Agent shall agree otherwise in its Permitted Discretion after establishing reserves against the Formula Amount with respect thereto as Administrative Agent shall deem appropriate in its sole discretion); (g) is situated at a location not owned by a Borrower unless the owner or occupier of such location has executed in favor of Administrative Agent a Lien Waiver Agreement (or Administrative Agent shall agree otherwise in its Permitted Discretion after establishing reserves against the Formula Amount with respect thereto as Administrative Agent shall deem appropriate in its Permitted Discretion); or (h) or if the sale of such Inventory would result in an ineligible Receivable.

  • Product Inventory means all inventory owned as of the Closing by Seller or any Affiliate thereof of finished Product that is in conformance with the Specifications and has an expiration date of October 1, 2016 or later, regardless of whether such inventory is held at a location or facility of Seller or any Affiliate (or of any other Person on behalf of Seller or any Affiliate, including in any of Seller’s warehouses, manufacturers, suppliers, distributors or consignees) or in transit to or from Seller or any Affiliate (or any such other Person).

  • Eligible Finished Goods Inventory means Inventory that qualifies as Eligible Inventory and consists of first quality finished goods held for sale in the ordinary course of Borrower’s business.

  • Obsolete Inventory means items that have expired, are redundant or

  • Inventory Value has the meaning set forth in Section 2.1.

  • Inventories means “Inventories” as defined in the Uniform System of Accounts, such as provisions in storerooms, refrigerators, pantries and kitchens, beverages in wine cellars and bars, other merchandise intended for sale, fuel, mechanical supplies, stationery, and other supplies and similar items.

  • Inventory Formula Amount means the lesser of (i) 65% of the Value of Eligible Inventory; or (ii) 85% of the NOLV Percentage of the Value of Eligible Inventory.

  • In-Transit Inventory means Inventory of a Borrower which is in the possession of a common carrier and is in transit from a Foreign Vendor of a Borrower from a location outside of the continental United States to a location of a Borrower that is within the continental United States.

  • Finished Goods means completed goods which require no additional processing or manufacturing to be sold to third party customers by the Loan Parties in the ordinary course of business.

  • Eligible In-Transit Inventory means, as of any date of determination thereof, without duplication of other Eligible Inventory, In-Transit Inventory:

  • Inventory Appraisal means (a) on the Closing Date, the appraisal prepared by Great American Group dated January 22, 2008 and (b) thereafter, the most recent inventory appraisal conducted by an independent appraiser firm pursuant to Section 9.2(b).

  • Unsaleable liquor merchandise means a container that:

  • Eligible Equipment means, at any time of determination, Equipment owned by Borrower which Lender, in its sole discretion, deems to be eligible for borrowing purposes.

  • Consumable means any component of a good that is used up recurrently and needs to be replaced for the good to function as intended;

  • Excluded Equipment means, at any date, any equipment or other assets of the Borrower or any Guarantor which is subject to, or secured by, a Capitalized Lease Obligation or a purchase money obligation if and to the extent that (i) a restriction in favor of a Person who is not Holdings or any Restricted Subsidiary of Holdings contained in the agreements or documents granting or governing such Capitalized Lease Obligation or purchase money obligation prohibits, or requires any consent or establishes any other conditions for or would result in the termination of such agreement or document because of an assignment thereof, or a grant of a security interest therein, by the Borrower or any Guarantor and (ii) such restriction relates only to the asset or assets acquired by the Borrower or any Guarantor with the proceeds of such Capitalized Lease Obligation or purchase money obligation and attachments thereto, improvements thereof or substitutions therefor; provided that all proceeds paid or payable to any of the Borrower or any Guarantor from any sale, transfer or assignment or other voluntary or involuntary disposition of such assets and all rights to receive such proceeds shall be included in the Collateral to the extent not otherwise required to be paid to the holder of any Capitalized Lease Obligations or purchase money obligations secured by such assets.

  • Covered Equipment means, unless otherwise specified in a Schedule, Covered Property:

  • Eligible Accounts Receivable means Accounts, Instruments, Documents, Chattel Paper, Contracts, and General Intangibles from customers of Borrowers or any Approved Subsidiary in which Bank has a perfected first priority security interest subject to Bank's credit approvals thereof other than the following: (i) Accounts which remain unpaid ninety (90) days after the date of the applicable invoice; (ii) Accounts with respect to which the Account Debtor is an Affiliate of any of the Borrowers, or a director, officer or employee of any of the Borrowers; (iii) Accounts with respect to which the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless filings in accordance with the Assignment of Claims Act have been completed and filed in a manner satisfactory to the Agent or, as to any government contract entered into after the date of this Agreement, concurrently with the execution and delivery of that government contract; (iv) Accounts with respect to which the Account Debtor is not a resident of the United States or Canada except if such Accounts (1) are secured by irrevocable trade letter(s) of credit in form and content acceptable to Bank and confirmed by a United States financial institution acceptable to Bank, (2) are secured by standby letters of credit with an expiration of date of at least one hundred twenty (120) days from the date of shipment confirmed by United States Bank acceptable to Bank and otherwise in form and content acceptable to Bank, or (3) are insured by a company acceptable to Bank, which insurance covers business and political risk; (v) Accounts arising with respect to goods which have not been shipped and delivered to and accepted as satisfactory by the Account Debtor or arising with respect to services which have not been fully performed and accepted as satisfactory by the Account Debtor; (vi) Accounts for which the prospect of payment in full or performance in a timely manner by the Account Debtor is or is likely to become impaired as determined by the Bank in its reasonable discretion; (vii) Accounts which are not invoiced (and dated as of the date of such invoice) and sent to the Account Debtor within fifteen (15) days after delivery of the underlying goods to, or performance of the underlying services for, the Account Debtor; (viii) Accounts with respect to which Bank does not have a first and valid fully perfected security interest; (ix) Accounts with respect to which the Account Debtor is the subject of bankruptcy or a similar insolvency proceeding or has made an assignment for the benefit of creditors or whose assets have been conveyed to a receiver or trustee, except if Bank is delivered evidence acceptable to Bank as to the collectability in the normal course of business of such Accounts; (x) Accounts with respect to which the Account Debtor's obligation to pay the Account is conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval (except with respect to Accounts in connection with which Account Debtors are entitled to return Inventory solely on the basis on the quality of such Inventory) or consignment basis; (xi) Accounts with respect to which the Account Debtor is located in Minnesota unless the applicable Borrower has filed a Notice of Business Activities Report with the Secretary of State of Minnesota for the then current year; (xiv) all Accounts of any Account Debtor if twenty-five percent (25.0%) or more of all Accounts of such Account Debtor have ceased to be Eligible Accounts Receivable; and (xii) Accounts with respect to which the Account Debtors are residents of Canada to the extent the aggregate sum exceeds $750,000.00. The approvals of Account Debtors and Accounts shall be for Bank purposes only and shall not constitute any representation by Bank as to the credit worthiness of any such Account Debtor or the advisability or profitability of doing business with such Account Debtor.

  • Qualified machinery and equipment means all new industrial

  • Raw Materials means all raw materials, supplies, components and packaging necessary to manufacture and ship the Product in accordance with the Specifications, as provided in Exhibit A, but not including the API.

  • Inventory Reserve means reserves established by the Administrative Agent to reflect factors that may negatively impact the Value of Inventory, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.

  • Designated Equipment means either: (i) a server identified by serial number, or host I.D. on which the Licensed Materials are stored; or (ii) a computer or workstation, as identified by its serial number, host I.D. number or Ethernet address; to which the Licensed Materials are downloaded and Used only upon the issuance of a License Key. The Designated Equipment shall be of a manufacture, make and model, and have the configuration, capacity (i.e., memory/disk), operating software version level, and pre- requisite and co-requisite applications, prescribed in the Documentation as necessary or desirable for the operation of the Software.

  • Raw material means any unprocessed material in its raw or natural state that is intended to become part of the components of a cannabis product.