Closing Inventory Statement. (a) The target inventory of Sellers for purposes of this Agreement is $51,500,000. Within thirty (30) days following the Closing Date, Sellers shall prepare and deliver to Buyer a statement (the "Closing Inventory Statement") setting forth the type and value, as of the Closing Date, of the Inventory transferred to Buyer on the Closing Date pursuant to Sections 2.1 and 2.3(a), which statement shall be derived from a physical taking of such Inventory as of the Closing Date and shall be prepared in a manner consistent with the standards (the "Inventory Standards") set forth on SCHEDULE 2.9(a). Buyer and its representatives shall have such opportunity as Buyer reasonably deems appropriate to observe the taking and reconciliation of such Inventory (which may begin prior to the Closing Date) in connection with the preparation of the Closing Inventory Statement. Buyer shall provide Sellers and their accountants full access to the books and records, to any other information, including working papers of its accountants, and to any employees of Buyer, in each case as may be reasonably necessary for Sellers to prepare the Closing Inventory Statement, to respond to the Buyer's Objection (as defined herein) and to prepare materials for presentation to the CPA Firm (as defined herein) in connection with the matters contemplated by Section 2.9(c).
Closing Inventory Statement. (i) Seller shall deliver to Buyer a statement setting forth the value of the Inventory as of the Closing (the "Closing Inventory Statement"), which Closing Inventory Statement Seller shall use its best efforts to deliver within five (5) business days after the Closing Date, but shall deliver no later than ten (10) business days after the Closing Date. The Closing Inventory Statement shall be prepared in accordance with the current accounting practices of the Motive Power Division Business. Representatives of Buyer shall be entitled to observe and review the preparation of the Closing Inventory Statement to whatever extent Buyer may elect.
Closing Inventory Statement. No later than (15) days after the Closing, Seller and Parent shall cause Xxxxxx Xxxxxxxx, Seller's independent accounts ("Seller's Accountants"), to deliver to Buyer (i) an itemization of the Inventory and (ii) a calculation of the Inventory Amount as of the Closing Date (the "Closing Inventory Statement"). As part of the preparation of the Closing Inventory Statement, Buyer may, at its option, conduct, or cause to be conducted, its own physical inventory, which may be observed by Seller and/or its Representatives.
Closing Inventory Statement. 1 Code..........................................................................7
Closing Inventory Statement. 2.06(e) Closing Payment...........................................2.05(a) Confidentiality Agreement.................................6.06(b) Disclosure Supplement.....................................6.01(f) Dispute Notice............................................2.06(f) Estimated Inventory Amount................................2.06(c) Estimated Inventory Statement.............................2.06(b) Excluded Assets...........................................2.02
Closing Inventory Statement. (a) The target inventory of Sellers for purposes of this Agreement is $51,500,000. On the Closing Date or within 10 days thereafter, Sellers shall prepare and deliver to Buyer a statement (the "Closing Inventory Statement") setting forth the type, value and location, as of the Closing Date, of the Inventory and Pet Milk Inventory transferred to Buyer on the Closing Date pursuant to Sections 2.1, 2.3(a) and 7.12, which statement shall be derived from Sellers' inventory records maintained in the ordinary course of business consistent with past practices, shall be prepared in a manner consistent with the standards (the "Inventory Standards") set forth on SCHEDULE 2.9(a) and shall identify which of the Inventory and Pet Milk Inventory is Raw Material Inventory (as defined herein). Buyer shall provide Sellers and their accountants full access to the books and records, to any other information, including working papers of its accountants, and to any employees of Buyer, in each case as may be reasonably necessary for Sellers to respond to the Buyer's Objection (as defined herein) and to prepare materials for presentation to the CPA Firm (as defined herein) in connection with the matters contemplated by Section 2.9(c). "
Closing Inventory Statement. (a) Schedule 2.7(a) represents the parties' estimate of the Inventory other than the Fall 2001 Inventory (the "Estimated Inventory"). Schedule 2.7(a) also sets forth the value of the Estimated Inventory based upon the parties' assumptions regarding the portions of the Estimated Inventory which will be attributed prior to the Closing Date and the cost of such attribution, including value added processing (e.g., packing and labels, etc.). Schedule 2.7(b) sets forth the pricing methodology used by Seller in determining the cost of attributing Blank Product, including value added processing.
Closing Inventory Statement. The value of Seller's Inventory as reflected on the Closing Inventory Statement is consistent with the books and records of the relevant Business in all material respects and Schedule 3.4.1.
Closing Inventory Statement. The decision of the Referee in accordance with the provisions hereof shall be final and binding, and there shall be no right of appeal therefrom. Each party shall bear its own fees and expenses (including attorneys' fees and expenses) in the arbitration, and each party shall pay one- half the fees and expenses of the Referee.
Closing Inventory Statement. Two (2) business days prior to the proposed Closing Date, Seller shall prepare and deliver to Buyer, a statement setting forth Seller’s reasonable good faith estimate of Seller’s Inventory, in units, in each of the categories described in Sections 2.8(a)(i) through (iv) above (the “Minimum Inventory Categories”) as of the Effective Time (the “Closing Inventory” and “Closing Inventory Statement,” respectively).
