Inventory Shortfall definition
Examples of Inventory Shortfall in a sentence
Seller shall use commercially reasonable efforts to ensure that the Closing Inventory, as reflected in the Closing Inventory Statement, equals or exceeds the Minimum Inventory, provided, however, that Buyer’s and Parent’s remedy for a failure to satisfy such covenant shall be exclusively limited to the Inventory Shortfall payment described in Section 2.8(e).
If the Closing Inventory Schedule indicates a Final Inventory Shortfall Amount, then the Purchase Price payable at the Closing shall be reduced, on a dollar-for-dollar basis, by the Final Inventory Shortfall Amount.
If the quantity of Inventory reflected in such estimate is less than the quantities reflected on Schedule 1.06 attached hereto (such difference, the “Estimated Inventory Shortfall”), then the Purchase Price to be paid at the Closing shall be reduced by 50% of the cost basis of the Estimated Inventory Shortfall (the “Estimated Adjustment”).
Less the Inventory Shortfall Amount (if any) or plus the Inventory Excess Amount (if any).
In the event the Cost of the Chicago Inventory is less than the then-outstanding principal amount of the Chicago Subordinated Note (the "Inventory Shortfall"), Buyer shall pay Seller a cash payment equivalent to the Inventory Shortfall following its receipt of the results of physical confirmation of the Chicago Inventory, which shall be conducted by Seller as hereinafter described.
Any negative variation settled, inaccuracy in the Estimated Vault Inventory Shortfall, or insurance payment received by the Company for claims made as described in the preceding sentence, less the amount of any applicable insurance deductibles, will be paid from the Purchaser to the Sellers’ Representative on behalf of the Sellers (to the bank account designated by the Sellers’ Representative in writing).
In the event of any delay attributable to a force majeure, the time for performance affected thereby shall be extended for a period equal to the time lost by reason of the delay, except that this Paragraph 12.1 shall not affect any of the Inventory Shortfall provisions under Article IV.
To the extent that the Inventory Shortfall is reduced as a result of that reconciliation, Cardinal will refund to Kmart the reduction in the Inventory Shortfall, plus interest at [***]% per annum, on January 31, 2003.
The Closing cash payment to be made by the Buyer to the Seller for all of the Purchased Assets shall be that amount equal to (i) the Base Purchase Price, plus or minus (ii) the Inventory Surplus or Inventory Shortfall, as applicable and as provided in Section 2.6(a) and minus (iii) the PTO Credit as provided in Section 5.5 (the “Closing Payment”).
In the event there is no Inventory Shortfall or there is an Inventory Shortfall in an amount that is less than $100,000, the entire amount of the Inventory Escrow Amount shall be paid to the Seller.