Closing Date Inventory Statement Sample Clauses

Closing Date Inventory Statement. The net book value of the Inventory to be acquired by Polypride at the Closing shall be determined from a physical count (the "Closing Date Inventory Statement") of Poly-Cell's inventory of raw materials, work in process, finished goods, supplies and other items taken or observed by Polypride not more than five (5) days before the Closing Date, which Closing Date Inventory Statement shall be prepared in accordance with generally accepted accounting principles applied in a manner consistent with Poly-Cell's standard accounting practices as set forth in Section 7(g) and shall set forth the book value and location of the Inventory in reasonable detail. The Closing Date Inventory Statement shall be adjusted to the Closing Date by deducting from the Closing Date Inventory Statement the cost, determined in a manner consistent with Poly-Cell's standard accounting practices as set forth in Section 7(g), of any raw materials used in producing work-in- process or finished goods produced by Poly-Cell after the date on which the physical count is made and by adding to the Closing Date Inventory Statement an amount equal to the invoice cost of any raw materials received after such physical count is taken.

Closing Date Inventory Statement. (a) After the Closing, the Buyer shall prepare an inventory statement (the "Closing Date Inventory Statement"), which shall include only (i) the Inventory Count (as determined in accordance with Section 3.1 and Section 3.5) as of the close of business on the day immediately preceding the Closing (the "Determination Time") and (ii) the resulting value of the Seller's Inventory, based upon the Inventory Count (the "Inventory Net Worth"). The Closing Date Inventory Statement shall be prepared in accordance with GAAP (except to the extent required by the application of Section 3.5(e)) and also in accordance with Section 3.5(e). Not later than thirty (30) days after the Closing, the Buyer shall deliver to the Seller the Closing Date Inventory Statement, together with a certificate of Lifetime, executed by its controller (or other individual acceptable to the Seller) (the "Buyer's Adjustment Certificate"), to the effect that the Closing Date Inventory Statement has been prepared in good faith and in accordance with Section 3.5(e) and this Section 3.6 and reflects, and to the best knowledge of the Buyer and Lifetime, fairly presents in accordance with the requirements of Section 3.5(e) and this Section 3.6, each of the items, and the amounts thereof as of the Determination Time, to be included on the Closing Date Inventory Statement and (ii) include a calculation showing, in reasonable detail, the calculation of the Adjustment Amount, if any, in accordance with Section 3.4 and the amount owed by the Seller to the Buyer or by the Buyer to the Seller, if any. (b) Any Adjustment Amount, to the extent not previously paid by adjustment of the Purchase Price paid at the Closing in accordance with Section 3.4 (c), shall be paid by the Party owing such Adjustment Amount within ten (10) days after delivery of the Buyer's Adjustment Certificate; provided, that if the Seller raises any issues in accordance with the procedures specified in Section 3.6(c), the Seller or the Buyer (as appropriate) shall pay the Adjustment Amount, if any, within ten (10) days after resolution pursuant to Section 3.6(c). Any Adjustment Amount required to be paid pursuant to this Section 3.6(b) shall be accompanied by interest at an annual rate equal to the rate announced from time to time by The Bank of New York as being its prime rate from the date of the Closing until the date of the payment of the amount. (c) The Closing Date Inventory Statement and the Buyer's Adjustment Certificate shall be...

Closing Date Inventory Statement. (a) Within 45 days after the Closing Date, Seller shall deliver to Buyer a statement (the "Closing Date Inventory Statement") of the book value of Inventory of the Business as of the close of business on the Closing Date (the "Closing Date Inventory"), determined in accordance with U.S. generally accepted accounting principles ("GAAP"). The book value of Inventory included on the Closing Date Inventory Statement shall reflect a physical count of the Inventory conducted on the Closing Date and shall exclude any Inventory which is not usable or salable in the ordinary course of business. (b) For the purpose of the Closing Date Inventory Statement, Inventory that as of the Closing Date has an Age (as defined below) of 7 months or less shall be deemed usable or salable in the ordinary course of business. "Age" shall mean the number of months from the date of manufacture of any product to the Closing Date plus the number of months within which such product is expected to be sold based upon the 1996 sales for that period. For example, if 10,000 units of product on hand on the Closing Date was manufactured in the month of September, and the historical sales of such product for February and March 1996 [there are 5 months from September 1, 1996 (the date of manufacture) to February 3, 1997 (the Closing Date), and therefore there are 2 months remaining, i.e. February and March] were 4,000 units, then the Inventory that would be deemed to be usable or salable would equal 4,000 units. As to any product for which there is no sales data from February 1, 1996, in lieu of such historical sales data, Seller shall provide a forecast that it represents is a reasonable projection of what amount of Inventory could be sold to such customer. Any Inventory relating to a customer of the Products that is no longer a customer as of the Closing Date will be deemed unusable or unsalabe.