Inventory Valuation. (a) An Inventory Amount with respect to the Closing, a Subsequent Closing or the Distribution Center Closing shall be calculated as follows:
Inventory Valuation. (i) In accordance with Section 2.6(b) of this Agreement, and prior to the Closing, Seller shall deliver to Purchaser a preliminary estimate (the “Preliminary Estimate”) of the aggregate value of the Inventory (“Inventory Value”) to be acquired by Purchaser hereunder (the “Closing Inventory”), which preliminary aggregate value estimate shall be based on the Seller’s Cost information supplied to Purchaser for each Inventory item.
Inventory Valuation. The inventory of the Corporation reflected on the balance sheet forming part of the Unaudited Financial Statements was, and the current inventory of the Corporation is, in usable and saleable condition in the ordinary course of the Business and, in the case of inventory reflected on that balance sheet, at an amount not less than the amounts carried in that balance sheet.
Inventory Valuation. The value of the inventory contained on the Inventory Exhibit submitted by Buyer between the date of execution of this Agreement and the Closing Date, as the case may be, shall be as set forth on the Inventory Exhibit. From and after the Closing Date, Buyer will have ten (10) Business Days to review the contents of the Inventory and to contest any portions thereof as follows: Buyer and Sellers agree that the only basis for disagreement by Buyer with regard to the Inventory transferred and sold hereunder shall be (i) incorrect quantities of inventory, (ii) inventory that is not in compliance with Legal Requirements or Additional Standards (as defined in Section 3.6) or (iii) inventory that was not listed on the Inventory Exhibit (each, a "Valid Inventory Dispute").
Inventory Valuation. Unless otherwise noted, all inventories will price using the agreed upon prices effective for [REDACTED] day pricing event [REDACTED] Closing using [REDACTED] unique pricing days for each respective formula,. All volumes of Product making up the Feedstock and Products Inventory that do not meet the relevant quality specifications shall be subject to downward price adjustments in an amount to be determined by the Parties as specified in each “fallback” formula for each price group. All Tank Heels shall price at the price for the component in each tank less $[REDACTED]/Bbl. PBF Product Name Valero Product Name Pricing Methodology Crude Oil TERRA NOVA TERRA NOVA In Tank: Price to be based on the average daily price differential relative to [REDACTED] for Terra Nova as published by [REDACTED] for the [REDACTED] unique days [REDACTED] the Closing date. Price will be the average of the Daily Price for the [REDACTED] unique quotation days [REDACTED] the Closing date, inclusive. Daily Price to be the sum of the [REDACTED] price, the average [REDACTED] differential, Valero’s actual, [REDACTED], actual [REDACTED], and [REDACTED] costs, In Transit: Price to be based on the average of the daily price differential relative to [REDACTED] for Terra Nova as published by [REDACTED] for the [REDACTED] unique quotation days [REDACTED] the Cargo Discharge date, inclusive. Daily Price to be the sum of the daily price differential relative to [REDACTED] for Terra Nova, the [REDACTED] price, Valero’s actual [REDACTED], actual, [REDACTED], and [REDACTED] costs. VASCONIA VASCONIA In Tank: Price to be the differential between Vasconia and the [REDACTED] futures contract for the [REDACTED] completed by Valero for Vasconia crude. Price will be the average of the Daily Price for the [REDACTED] unique days [REDACTED] the Closing date, inclusive. Daily Price to be the sum of the [REDACTED] futures contract settlement price, Valero’s [REDACTED] for [REDACTED], Valero’s actual [REDACTED], actual, [REDACTED] and [REDACTED] costs. In Transit: Price to be the differential between Vasconia and the [REDACTED] futures contract for the [REDACTED] completed by Valero for Vasconia crude. Price will be the average of the Daily Price for the [REDACTED] unique quotation days [REDACTED] the Cargo Discharge date, inclusive. Daily Price to be the sum of the [REDACTED] differential, the [REDACTED] futures contract settlement price, Valero’s actual [REDACTED], actual [REDACTED], and [REDACTED] costs. URAL...
Inventory Valuation. This Annex II sets forth the valuation formulae and procedures for valuing the Inventories in order to determine the Inventory Value. The Commodity Contracts outlined in Schedule 1.1(q) of the Agreement will be brought to market as of the Closing Date using the valuation formulae outlined below and the adjustment to prices outlined in Schedule 1. As relates to corn contracts, within 5 days prior to the Closing Date, Buyer and Seller will determine appropriate basis levels for all future delivery period contracts. Parties agree that for any contract purchased or sold on a delivered basis that Buyer and Seller will use commercially reasonable estimates to determine the appropriate market price. In addition, the parties agree to cooperate in the exchange of corn futures information and positions. Except as specifically set forth herein, the applicable price used to calculate the total value for each applicable portion of the Inventories will be based on a five (5) day wrap around the Inventory Transfer Time, as follows: two (2) days before, the day of, and two (2) days after the Inventory Transfer Time. If the Inventory Transfer Time falls on a Saturday, then the effective price for the prior Wednesday, Thursday and Friday and the following Monday and Tuesday will be used. If the Inventory Transfer Time falls on a Sunday, then the effective price for the prior Thursday and Friday and the following Monday, Tuesday and Wednesday will be used, so as to always use five (5) separate quotations. If a holiday should occur within the 5-day range, the holiday will be excluded and only a 4-day range will be used. To the extent this Annex II references a differential, such differential shall be based on the last trade prior to Closing. All volumes of Product making up the Product Inventory and the WIP Inventory that do not meet the relevant quality specifications shall be subject to downward price adjustments in an amount to be determined by the Parties negotiating in good faith. Inventory Component Pricing Methodology (Subject to required testing in Note 1) Ethanol Chicago Ethanol OPIS Mean, plus applicable “Location Differential” as set forth in Schedule 1 Undenatured Ethanol Ethanol price as determined above divided by 98% minus the product of Natural Gasoline as determined below multiplied by 2% Corn Oil Corn Chicago Board of Trade Soybean Oil Mean, plus applicable “Location Differential” as set forth in Schedule 1 Natural Gasoline Natural Gasoline Xxxxxx OPIS M...
Inventory Valuation. The inventory of the Seller relating to the Purchased Assets, as the same exists on the date of this Agreement, is in usable and salable condition in the ordinary course of business at the amounts carried on the books and records of the Seller. The materials, supplies and work-in-progress, and additions thereto, included in such inventory are of at least the standard quality for such items in the publishing industry; are suitable for the printing, manufacture and distribution of the Publications; and are not in excess of the normal purchasing patterns of the Seller.
Inventory Valuation. Upon any request by the Agent whenever the Agent has a reasonable basis for believing that a material change has occurred in the value of the Borrowers' Eligible Inventory, the Borrowers will act promptly to determine the Replacement Cost of Eligible Inventory and to prepare and provide to the Agent a written comparison of Replacement Cost of Eligible Inventory to GAAP Value of Eligible Inventory.
Inventory Valuation. For purposes of determining the amount ------------------- of the Royalty Note Adjustment, the Inventory Valuation shall be the sum of (i) the fair market value of the Purchased Inventory remaining on the books of Buyer as of the first anniversary of the Closing Date, other than Excluded Inventory (the "Remaining Purchased Inventory"), plus (ii) the book value of ---- any Purchased Inventory utilized by Buyer after the Closing and before the first anniversary of the Closing Date; provided, however, that Company and Buyer may agree, in writing, to a value other than book value for any item of Purchased Inventory, plus (iii) the book value of any inventory purchased by ---- Buyer prior to the Closing pursuant to that certain Interim Operating Agreement between Buyer and Company of even date herewith (the "Interim Operating Agreement"); provided, however, that Company and Buyer may agree, in writing, to a value other than book value for any item of Purchased Inventory, as set forth in the Interim Operating Agreement. For purposes of subpart (i) of the preceding sentence, Remaining Purchased Inventory shall include any item of Excluded Inventory, if any, remaining on the books of Company as of the first anniversary of the Closing Date and which Company, in its sole discretion, deems unnecessary for the completion of the Unfinished Safeco Orders (as defined in Section 13.02). Any such item of Excluded Inventory so identified shall thereafter be deemed Purchased Inventory for purposes of this Agreement. For purposes of subpart (ii) of the preceding sentence, Purchased Inventory shall be deemed utilized if it is actually utilized or directly tied and related to an existing contract or purchase order to be shipped within twelve (12) months after the first anniversary of the Closing.
Inventory Valuation. The Buyer and the Seller will have agreed on ------------------- the value of the Inventory as of the Closing Date.
