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. Excluded Inventory has the meaning set forth in Section 1.01(b)(vi). 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). 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. Transferred Inventory means all inventories (including Manufacturing Inventory and Manufacturing Stocks and In-Market Inventory), wherever located, including all raw materials, work in progress, finished Products and packaging and labelling material in respect of the Products and otherwise Predominantly Related to the Business (but excluding any such items held by the Vaccines Group Companies) whether held at any location or facility of a member of the Seller’s Group or in transit to a member of the Seller’s Group, in each case as of the Effective Time; 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 Borrowers’ business. Eligible L/C Inventory means, as of the date of determination thereof, without duplication of other Eligible Inventory, Inventory (a) not yet delivered to the Borrowers, (b) the purchase of which is supported by a Commercial Letter of Credit having an expiry within sixty (60) days of such date of determination, (c) which has been consigned to a Borrower as consignee (along with delivery to a Borrower of the documents of title with respect thereto), (d) as to which the Agent has control over the documents of title which evidence ownership of the subject Inventory (such as, if requested by the Agent, by the delivery of a Customs Broker Agreement, reasonably satisfactory to the Agent), and (e) which otherwise would constitute Eligible Inventory; provided that the Agent may, in its discretion, exclude any particular Inventory from the definition of “Eligible L/C Inventory” in the event the Agent determines that such Inventory is subject to any Person[’]’s right of reclamation, repudiation, stoppage in transit or any event has occurred or is reasonably anticipated by the Agent to arise which may otherwise adversely impact the value of such Inventory or the ability of the Agent to realize upon such Inventory. Excess Inventory means all Inventory and Special Inventory possessed or owned by Flextronics that is not required for consumption to satisfy the next [***] of demand for Products under the then-current purchase order(s) and forecast. Inventory Formula Amount means (i) the lesser of (x) 75% of the Value of Eligible Inventory and (y) 85% of the NOLV Percentage of the Value of Eligible Inventory plus (ii) the lesser of (x) the lesser of (1) 75% of the Value of Eligible In-Transit Inventory and (2) 85% of the NOLV Percentage of the Value of the Eligible In-Transit Inventory and (y) $10,000,000. Eligible Inventory means Inventory of a Borrower, that complies with each of the representations and warranties respecting Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any field examination or appraisal performed by Agent from time to time after the Closing Date. In determining the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices. An item of Inventory shall not be included in Eligible Inventory if: Obsolete Inventory means items that have expired, are redundant or damaged; Export-Related Inventory means the Inventory of Borrower located in the United States that has been purchased, manufactured or otherwise acquired by Borrower for sale or resale as Items, or to be incorporated into Items to be sold or resold pursuant to Export Orders. 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. Inventories means “Inventories” as defined in the Uniform System of Accounts, such as, but not limited to, provisions in storerooms, refrigerators, pantries and kitchens; beverages in wine cellars and bars; other merchandise intended for sale; fuel; mechanical supplies; stationery; and other expensed supplies and similar items. Inventory Value means with respect to any Inventory of a Loan Party at the time of any determination thereof, the standard cost determined on a first in first out basis and carried on the general ledger or inventory system of such Loan Party stated on a basis consistent with its current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, without duplication, (i) any markup on Inventory from an Affiliate and (ii) in the event variances under the standard cost method are expensed, a Reserve reasonably determined by the Agent as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost. 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. Qualified Inventory means all Raw Materials Inventory, Semi-Finished Goods and Scrap Inventory and Finished Goods Inventory held by the Borrower in the normal course of business and owned solely by the Borrower (per plant level records whereby manufactured items are valued at pre-determined costs and purchased items are valued at rolling average actual cost). 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. Inventory Reserves means such reserves as may be established from time to time by the Agent in its Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory, which reflect such other factors as affect the market value of the Eligible Inventory or which reflect claims and liabilities that the Agent determines will need to be satisfied in connection with the realization upon the Inventory. Without limiting the generality of the foregoing, Inventory Reserves may, in the Agent’s Permitted Discretion, include (but are not limited to) reserves based on: Inventory Appraisal means (a) on the Closing Date, the appraisal prepared by Great American Group dated June 2007 and (b) thereafter, the most recent inventory appraisal conducted by an independent appraisal firm pursuant to Section 9.2(b). Rental Equipment means tangible personal property sold, rented, leased, or licensed to customers to the extent that the item is actually used by the customer for rental, lease, or license to others; provided that: Inventory Reserve means reserves established by the Collateral Agent in its Permitted Discretion to reflect declines in market value or to reflect factors that may negatively impact the value of Inventory, including change in salability, obsolescence, seasonality, change in composition or mix, markdowns and vendor chargebacks. Capital Equipment means machinery and equipment purchased or leased, and used in this state by the purchaser or lessee primarily for manufacturing, fabricating, mining, or refining tangible personal property to be sold ultimately at retail if the machinery and equipment are essential to the integrated production process of manufacturing, fabricating, mining, or refining. Capital equipment also includes machinery and equipment used primarily to electronically transmit results retrieved by a customer of an online computerized data retrieval system. Gross Book Value means, at any time, the book value of the total assets of AHIP and its consolidated subsidiaries, as shown on its then most recent consolidated statement of financial position, plus the amount of accumulated depreciation and amortization in respect of such assets (and related intangible assets) shown thereon or in the notes thereto, less: (i) the amount of any receivable reflecting interest rate subsidies on any debt assumed by AHIP; and (ii) deferred income tax liabilities arising out of fair value adjustments in respect of indirect acquisitions. Net Book Value means the net book value of the relevant Supplier Asset(s) calculated in accordance with the depreciation policy of the Supplier set out in the letter in the agreed form from the Supplier to the Costumer of even date with this Call Off Contract; Excluded Products means the part(s) of the Products specified as such in the Lot Information and Conditions; Brand Inventory in section 3.2.1 and thus featured questions dictated by the structure in these sections.In the case of the first interview of this phase, with Labofa executives,36 it meant attempting to uncover the company‟s Marketing Mix and enlighten areas of competition, market shares, and the economy and target audience of Labofa.","Based upon such physical count (or cycle count, as the case may be) and the Reserve Certification furnished by the Sellers at Closing pursuant to Section 7.4(m), the parties shall calculate the net book value of the Brand Inventory (the “Closing Inventory Value”).","The value of the Brand Inventory and the Raw Materials, as of the Closing Date, will be consistent with historical levels for such time of year, taking into account prevailing market conditions.","The Brand Audit requires understanding of the sources of brand equity, not only from a company perspective but from a consumer perspective as well, which results in an internal and external division, called the Brand Inventory and Exploratory respectively.","As the first section of Part II is an internally focused Brand Inventory section, the Labofa interviews and the informally interpreted secondary empirical evidence, gathered through the exploratory research design approach, provided the information needed in to complete this section.","To achieve this on the internal Brand Inventory side, the importance of possessing a given strength in the industry as well as the importance of eliminating a given weakness in the industry has to be added to each strength and weakness respectively, in an SW-analysis.","The 4P‟s will assist in completing the Brand Inventory, aiming at providing a current and comprehensive profile of how all Labofa‟s products are marketed, sold, and branded.78 The examination structured by the Marketing Mix, and thereby the Brand Inventory, will conclude in a Strength and Weakness analysis of Labofa‟s internal operations.","The Brand Inventory (excluding Obsolete Inventory) is of a quality and quantity usable and salable in the ordinary course of business, meets applicable manufacturing specifications and labeling requirements and is free of defects in workmanship and materials.","The first of the analytical parts as mentioned in section2.2.2 seeks to key in on the main problem areas where Labofa needs to improve its efficiency and to achieve this a Brand Audit is utilised, examining the internal and external sources of brand equity in a Brand Inventory and Exploratory respectively.","As of the Closing Date, the quantities of each SKU of Brand Inventory are reasonable in the present circumstances of the Brands in the ordinary course of the Sellers’ business."],"id":"brand-inventory","title":"Brand Inventory"},"groups":[{"samples":[{"uri":"/contracts/3mrEFOweKXM#brand-inventory","label":"Asset Purchase Agreement (Ascendia Brands, Inc.)","score":21}],"snippetLinks":[{"key":"meaning","type":"clause","offset":[8,15]},{"key":"section","type":"clause","offset":[29,36]}],"snippet":"has the meaning specified in Section 2.2(b).","size":1,"hash":"2a0a94f0a557a83929846e36e66be8b9","id":1}],"nextCurs":""}} id=pagination-first-page> |
