Locations of Inventory and Equipment. The Inventory and Equipment (other than vehicles or Equipment out for repair) of the Loan Parties are not stored with a bailee, warehouseman, or similar party other than those identified on [Schedule 4.31(a)] and are otherwise located only at, or in-transit between or to, the locations identified on [Schedule 4.31(b)] (as such Schedules may be updated pursuant to Section 5.15).

Inventory. To the extent any Products held by Commercializing Party or any of its sublicensees as of the effective date of termination are not sold by Commercializing Party or its sublicensee during the Wind-Down Period in accordance with Section 9.6(c), Licensor may, but is not obligated to, purchase any and all of such Product inventory at a price equal to the Commercializing Party’s cost. Licensor shall notify Commercializing Party no later than fifteen (15) days before the expiration of the Wind-Down Period whether Licensor elects to exercise such right. Promptly following the expiration of the Wind-Down Period, Commercializing Party shall deliver to Licensor, at Commercializing Party’s expense, all samples, demonstration equipment, sales literature, catalogs, and other promotional materials relating to the Products in Commercializing Party’s possession or control.

Inventory. Each Grantor will, in accordance with sound business practice, use commercially reasonable efforts to maintain all Inventory held by it or on its behalf in reasonable saleable or useable condition. Unless notified otherwise by the Administrative Agent in accordance with the terms hereof, each Grantor may, in any lawful manner not prohibited by the provisions of this Agreement and the other Loan Documents, process, use and, in the ordinary course of business and as permitted under the Amended and Restated Credit Agreement, but not otherwise, sell its Inventory.

Equipment. In the event special, custom, or Customer-dedicated equipment (the “Dedicated Equipment”) is to be acquired by WuXi ATU for the manufacture of Product such acquisition in a Work Order and:

Inventory. As of the date of this Agreement, all Inventory is # of such quality and quantity as to be usable by the Seller or the applicable Seller Affiliate in the Ordinary Course of Business; # sufficient to operate the Business in the Ordinary Course of Business in substantially the same manner in which the Business is currently being conducted and # free of any defect or deficiency, in each case, in all material respects. All such Inventory was manufactured (solely to the extent such Inventory was manufactured by the Seller or any Seller Affiliate) and has been stored and otherwise maintained in accordance with ​ practices and any applicable Law in all material respects.

Equipment. All machinery, equipment, tools, dies, molds, parts, furniture and other tangible personal property included in the Purchased Assets whether or not reflected in the Unaudited Business Financial Statements, is in good operating condition and repair, ordinary wear and tear excepted.

Inventory. All Inventory is in good and merchantable quality and is usable or saleable in the Ordinary Course of Business and, in all material respects, none of it is slow moving, obsolete, materially damaged or materially defective, except for those items the value of which has been reduced in accordance with GAAP and Sellers’ Inventory policies consistently applied, less reserves for obsolescence.

Inventory. Upon the early termination of this Agreement, Surface and its Affiliates and Sublicensees may complete and sell any work-in-progress and inventory of Licensed Products that exist as of the effective date of termination, provided that # Surface pays Harbour the applicable running royalty or other amounts due on such sales of Licensed Products in accordance with the terms and conditions of this Agreement, and # Surface and its Affiliates and Sublicensees shall complete and sell all work-in-progress and inventory of Licensed Products within ​ after the effective date of termination.

all Equipment, Goods, Inventory and Fixtures;

Inventory Covenants. With respect to the Inventory: # each Borrower and Guarantor shall at all times maintain correct and accurate inventory records in a manner consistent with its current practices as of the Effective Date (except to the extent of changes in such practices as a result of the establishment of a reliable, consistent and accurate perpetual inventory system at the Retail Division for pharmacy and non-perishables), # Borrowers and Guarantors shall, or a third party inventory counting service on behalf of Borrowers and Guarantors shall, conduct a physical count of the Inventory at least twice each fiscal year as to non-perishable Inventory of the Retail Division (or on and after the establishment of a retail perpetual inventory system for pharmacy or non-perishables at the Retail Division that is satisfactory to Borrowers and Administrative Agent, one (1) time each year with respect to pharmacy and/or non-perishables, as applicable, whether through periodic cycle counts or otherwise) and once each fiscal four (4) week period of Borrowers and Guarantors (determined in accordance with the current accounting practices of Borrowers and Guarantors as of the Effective Date) as to the perishable Inventory of the Retail Division, and at least once each year, whether through periodic cycle counts or otherwise, as to the Inventory of the Distribution Division, but in each case at any time or times as Administrative Agent may request on or after an Event of Default, and promptly following any such physical inventory shall supply Administrative Agent with a report in the form and with such specificity as may be reasonably satisfactory to Administrative Agent concerning such physical count; # Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Administrative Agent, except for sales, returns or transfers of Inventory in the ordinary course of its business that are reported to Administrative Agent in accordance with the terms hereof and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; # Borrowers shall, at their expense, # not less than one (1) time in any twelve (12) month period, if Excess Availability at all times during such twelve (12) month period is greater than an amount equal to twenty (20%) percent of the Total Borrowing Base, # not less than two (2) times in any twelve (12) month period, if Excess Availability at any time during such twelve (12) month period is less than or equal to an amount equal to twenty (20%) percent of the Total Borrowing Base and # at any time or times as Administrative Agent may request on or after an Event of Default or at Administrative Agent’s own expense, in each case, deliver or cause to be delivered to Administrative Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Administrative Agent and by an appraiser acceptable to Administrative Agent, addressed to Administrative Agent and Lenders and upon which Administrative Agent and Lenders are expressly permitted to rely, provided, that, unless an Event of Default exists or if Excess Availability at such time is less than thirty-five (35%) percent of the Total Borrowing Base, Administrative Agent, at its sole discretion after the request by Borrowers, may agree to defer for a period of six months (but not more than two times during the term of this Agreement and not for consecutive six month periods) the delivery of any such appraisal required hereunder; # Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws in all material respects (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); # as between Administrative Agent and Lenders, on the one hand, and Borrowers and Guarantors, on the other hand, each