Representations: inventory

20 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Inventory

   Schedule 5.1.9 sets forth the Inventory as of the date two (2) days prior to the Closing Date, and there has been no material reduction, or any reduction outside the ordinary course of business to the amount or quality of inventory prior to Closing. The inventory of the Business has been purchased or manufactured entirely in the ordinary course of business

   HUMBL, INC. (HMBL) (CIK 0001119190) · filed 2024-12-11 · read the filing · this wording recurs in 3 agreements we hold

2. 02

   Inventory Adjustment

   (a) Estimated Adjustment Certificate . Seller shall deliver to Buyer no later than six (6) Business Days prior to the Closing Date a draft of the Estimated Adjustment Certificate. Seller shall consider in good faith any comments made by Buyer to the draft of the Estimated Adjustment Certificate no later than four (4) Business Days prior to the Closing Date, and Seller shall deliver the final Estimated Adjustment Certificate to Buyer no later than three (3) Business Days prior to the Closing Date. A-14 TABLE OF CONTENTS (b) Closing Adjustment Certificate . Within thirty (30) days after the Closing, Buyer shall (i) conduct a physical count of the Inventory (wherever located, including inventory on consignment, in transit or deposited in a warehouse) (the “ Inventory Count ”), which shall be observed by the auditors or other designated Representatives of each Party and conducted in a manner reasonably acceptable to each Party and (ii) prepare and deliver to Seller the Closing Adjustment Certificate based on the Inventory Count. Buyer and Seller shall provide to each other such data, information and access to personnel, books and records as the other Party may reasonably request in connection with the preparation and review of the Closing Adjustment Certificate. (c) Notice of Disagreement . The Closing Adjustment Certificate shall become final and binding upon the Parties on the date that is thirty (30) days after receipt of the Closing Adjustment Certificate by Seller (unless Seller gives written notice of its disagreement (“ Notice of Disagreement ”) to Buyer prior to such date) (the “ Final Settlement Date ”). Any Notice of Disagreement shall specify in reasonable detail the dollar amount, nature and basis of any such disagreement. If a Notice of Disagreement is received by Buyer, then the Closing Adjustment Certificate (as revised in accordance with paragraph (d) below, if applicable) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (A) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Closing Adjustment Certificate and (B) the date upon which the Final Adjustment Certificate is issued by the Independent Accounting Firm. (d) Final Adjustment Certificate . During the first thirty (30) days after the date upon which Buyer receives a Notice of Disagreement, […]

   Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold

3. 03

   Food Inventory

   On date of Closing, Purchaser and the Company will conduct a physical inventory of said food and non-alcoholic beverage inventory in the Premises, at a cost price determined for said inventory and a specific and additional payment for same from Purchaser to the Company for same will be made within 30 days of closing. Section 1.5 Liquor Inventory On date of the Closing of the transaction contemplated by this Agreement, the current the TABC permit holder must cease to sell liquor, spirits, beer, and wine (herein “liquor”) as they will no longer have a legal right to occupy the Premises. Purchaser shall acquire from the TABC permit holder the TABC permit holder’s liquor inventory present at the Premises location on the date of closing, which will require (a) an actual physical inventory of said liquor inventory to be conducted by Purchaser at close of business on day sale closes and reported to TABC before Purchaser reopens and (b) the payment within 30 days of closing for the inventory at its cost price by Purchaser to the TABC permit holder. Asset Purchase Agreement - Page 3 Article II LIABILITIES Section 1.1 Excluded Liabilities . Purchaser shall have no obligation and is not assuming, and the Company shall retain, pay, perform, defend and discharge, all of the liabilities and obligations of every kind whatsoever related or connected to the Purchased Assets or the business of the Company, which liabilities existed, arose, or accrued during the periods on or prior to the Closing Date, whether disclosed or undisclosed, known or unknown on the Closing Date, direct or indirect, absolute or contingent, secured or unsecured, liquidated or unliquidated, accrued or otherwise, whether liabilities for taxes, liabilities of creditors, liabilities arising under any existing lease agreement, liabilities arising under any profit sharing, pension or other benefit under any plan of the Company, liabilities to any Governmental Agency (as hereinafter defined) or third parties, liabilities assumed or incurred by the Company by operation of law or otherwise (collectively, the “ Excluded Liabilities ”), including, but not limited to, (i) contractual liabilities arising or accruing from the Company or the Business or ownership of the Purchased Assets on or prior to the Closing Date, (ii) any liability with respect to the Company’s or the Business’ or ownership of any of the Purch […]

   RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 2 agreements we hold

4. 04

   Customer Inventory

   Neither Seller nor any of its Affiliates has (i) induced, encouraged or attempted to induce or encourage any customers (including wholesalers and distributors) to purchase or maintain inventory of the Products in quantities in excess of their current needs, (ii) shipped Products to customers substantially in excess of historic levels or otherwise, through special payments incentives or otherwise, (iii) changed any practice which would reasonably be expected to result in decreased orders from customers, as compared to the normal historical orders from such customer or (iv) engaged in any form of “channel stuffing” or other activity that reasonably could be expected to result in a reduction, temporary or otherwise, in the demand for, sales of, or an increase in the returns of, the Products following the Closing Date. Except as set forth on Schedule 4.13 , to Seller’s Knowledge, there exists no build-up of any customer’s inventory level of the Products beyond such customer’s normal historical inventory level

   NovaBay Pharmaceuticals, Inc. (NBY) (CIK 0001389545) · filed 2024-10-16 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Inventory

   All Inventory, net of reserves, reflected on the balance sheet dated as of the Balance Sheet Date or arising since the Balance Sheet Date, are currently marketable and are good and usable in connection with the Business. The value of all Inventory that is obsolete, slow moving, excess or of below-standard quality has been written down to net realizable value or adequate reserves have been provided therefor. The values at which such Inventory are carried are in accordance with U.S. GAAP. The amount and mix of items in the inventories of supplies, in process and finished products are consistent with the business practices of the Sellers. No Inventory is held by the Sellers on consignment from others, and no Inventory is held by any other Person on consignment from the Sellers

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Inventory of Baggage

   The representatives of Seller and/or Manager, and of Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (i) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (ii) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (iii) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (iv) all items contained in the Hotel lost and found. Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and Purchaser shall indemnify and hold Seller, Manager and any Affiliate thereof harmless from and against any claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by them with respect thereto. Seller hereby agrees to indemnify and hold Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 shall survive the Closing

   Braemar Hotels & Resorts Inc. (BHR, BHR-PB, BHR-PD) (CIK 0001574085) · filed 2025-11-07 · read the filing

7. 07

   Inventory of Baggage

   The representatives of Seller and/or Manager, and of Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (i) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (ii) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (iii) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (iv) all items contained in the Hotel lost and found. Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and Purchaser shall indemnify and hold Seller thereof harmless from and against any claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by them with respect thereto. Seller hereby agrees to indemnify and hold Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 shall survive the Closing

   ASHFORD HOSPITALITY TRUST INC (AHT, AHT-PD, AHT-PF, AHT-PG, AHT-PH, AHT-PI) (CIK 0001232582) · filed 2024-05-09 · read the filing

8. 08

   Delivery of Inventory

   Promptly (and in no event later than [**]) following the Closing Date, Imara shall deliver to Cardurion or to any Third Party designee, on an “as is” basis (as and to the extent requested by Cardurion). To the extent that Cardurion wishes to have any portion of the Inventory delivered to any Third Party designee, Cardurion shall provide Imara with prior written notice, which shall identify such Third Party designee. Delivery of the Inventory will be FCA (Incoterms 2020) to a facility to be designated by Cardurion to the extent the Inventory is requested to be transferred by Cardurion. For the sake of clarity, from and after the date an Assigned Contract is assigned to Cardurion hereunder, Imara shall have no further obligation to deliver any Inventory that is subject to such Assigned Contract and is in the possession of the other party to the Assigned Contract

   IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-07 · read the filing

9. 09

   Inventory

   All Inventory, whether or not reflected in the balance sheet of Seller, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective, or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. Section 3.08 Cash; Short Term Accounts Receivable. All cash and Short Term Accounts Receivables as of the Closing Date are set forth on Section 3.08 of the Disclosure Schedule

   Predictive Oncology Inc. (POAI) (CIK 0001446159) · filed 2025-03-20 · read the filing

10. 10

    Inventory

    (a) Immediately before Closing, the Seller and Purchaser will take a closing inventory of merchandise and supplies. The purchase price for the Seller’s inventory of merchandise and supplies, computed at Seller’s cost, will be the actual cost as reflected in the Seller’s invoice records of inventories on hand at Closing, as adjusted below

    B2Digital, Inc. (BTDG) (CIK 0000725929) · filed 2022-11-16 · read the filing

11. 11

    Food Inventory

    On date of Closing, Purchaser and the Company will conduct a physical inventory of said food and non-alcoholic beverage inventory in the Premises, at a cost price determined for said inventory and a specific and additional payment for same from Purchaser to the Company for same will be made within 30 days of closing. Section 1.5 Liquor Inventory On date of the Closing of the transaction contemplated by this Agreement, the current the TABC permit holder must cease to sell liquor, spirits, beer, and wine (herein “liquor”) as they will no longer have a legal right to occupy the Premises. Purchaser shall acquire from the TABC permit holder the TABC permit holder’s liquor inventory present at the Premises location on the date of closing, which will require (a) an actual physical inventory of said liquor inventory to be conducted by Purchaser at close of business on day sale closes and reported to TABC before Purchaser reopens and (b) the payment within 30 days of closing for the inventory at its cost price by Purchaser to the TABC permit holder. Article II LIABILITIES Section 1.1 Excluded Liabilities . Purchaser shall have no obligation and is not assuming, and the Company shall retain, pay, perform, defend and discharge, all of the liabilities and obligations of every kind whatsoever related or connected to the Purchased Assets or the Asset Purchase Agreement - Page 3 business of the Company, which liabilities existed, arose, or accrued during the periods on or prior to the Closing Date, whether disclosed or undisclosed, known or unknown on the Closing Date, direct or indirect, absolute or contingent, secured or unsecured, liquidated or unliquidated, accrued or otherwise, whether liabilities for taxes, liabilities of creditors, liabilities arising under any existing lease agreement, liabilities arising under any profit sharing, pension or other benefit under any plan of the Company, liabilities to any Governmental Agency (as hereinafter defined) or third parties, liabilities assumed or incurred by the Company by operation of law or otherwise (collectively, the “ Excluded Liabilities ”), including, but not limited to, (i) contractual liabilities arising or accruing from the Company or the Business or ownership of the Purchased Assets on or prior to the Closing Date, (ii) any liability with respect to the Company’s or the Business’ or ownership of any of the Purch […]

    RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 2 agreements we hold

12. 12

    Inventory

    (a) Section 5.17(a) of the Seller Disclosure Schedule sets forth a complete and accurate record or count of the Inventory held by Seller as of the date set forth therein, and consists of a quantity and quality usable and salable in the ordinary course of business. (b) The Inventory conforms in all material respects with all applicable specifications, good manufacturing processes, Laws and regulatory approvals and the Closing Inventory has, as of the Closing Date, a remaining shelf life through January 31, 2027. All Inventory is merchantable, fit for the purposes for which it was procured or Manufactured and usable or saleable in the Business and all Inventory has been Manufactured in all material respects in accordance with all regulatory approvals and all applicable Laws. (c) No Inventory has been pledged as collateral or is held on a consignment basis. Each item included in the Inventory is owned by Seller, free and clear of any Encumbrances other than Permitted Encumbrances. A-31 TABLE OF CONTENTS ​ ​ ​ ​ ​ ​ Section 5.18 Insurance . Seller has in place customary policies of insurance covering the Business, including policies of property, fire, workers’ compensation, products liability, directors’ and officers’ liability, and other casualty and liability, and such policies are in a form and amount which is adequate for the operation of the Business. Such insurance policies are in full force and effect, no written notice of cancellation has been received by Seller under such policies, and there is no existing default or event which, with the giving of notice or lapse of time or both, would reasonably be expected to be, individually or in the aggregate, material to the Business

    Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold