Inventory Adjustment Sample Clauses

Inventory Adjustment. NetIQ agrees to accept return of overstocked Products -------------------- as determined by Tech Data, in Tech Data's reasonable discretion. Shipments of Products being returned shall be new, unused and in sealed cartons. Vendor shall credit Tech Data's account in the amount of the Return Credit.

Inventory Adjustment. (i) On or promptly following the Closing -------------------- Date (unless otherwise agreed to by the parties), ComEd shall cause a physical inventory to be made of the quantities of fuels and Spare Parts located at the Transferred Real Property or at locations off-site to the extent such fuels and Spare Parts have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property. Purchaser may have its representatives observe the taking of such physical inventory. Purchaser hereby agrees that ComEd and its employees, agents, representatives and contractors shall have the right and license to enter the Facilities after the Closing, from time to time upon reasonable advance notice, for the purpose of conducting such physical inventory and other purposes incidental thereto. The right and license granted by Purchaser to ComEd pursuant to the immediately preceding sentence shall be irrevocable, but shall automatically expire on the Determination Date. Promptly after the Closing Date, and in any event within sixty days thereof, ComEd shall prepare and forward to Purchaser, (1) a valuation of such physical inventory of such fuels located at the Transferred Real Property, together with the natural gas inventory allocated to the Facilities, any coal in transit and the handling expenses associated with the foregoing (collectively, the "FUELS INVENTORY"), using the principles and --------------- methods set forth in Schedule 2.6(b) (Inventory Valuation Methodologies) and (2) --------------- a valuation of such physical inventory of the Spare Parts located at the Transferred Real Property or at ComEd's central warehouse location to the extent such have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property, together with any handling expenses associated with the foregoing (the "OTHER INVENTORIES"), using the ----------------- principles and methods set forth in Schedule 2.6(b) (Inventory Valuation --------------- Methodologies). (ii) Purchaser shall have thirty days from its receipt of such valuation to raise in writing by notice to ComEd any objections it has to the inclusion or exclusion of items in or from such valuations or that such valuations were not prepared in accordance with the requirements of this Section. Any objection so raised shall be referred to, and resolved by, representatives of Purchaser and ComEd or, if a Party fails to appoint a re...

Inventory Adjustment. Notwithstanding anything else to the contrary in this Agreement, at any time during the term of this Agreement Tech Data may return to AT&T PARADYNE Products with an aggregate return price equal to [***] of the total aggregate purchase price of Products delivered to Tech Data during the year [***]. Tech Data shall obtain a AT&T PARADYNE issued Return Equipment Authorization ("REA") number, which shall not be unreasonably withheld, for all Product returned under this Section 3.7, and shall accompany all such returns with an order for Product in an amount equal to [***]. Upon receipt of such Products, AT&T PARADYNE shall credit Tech Data with an amount equal to [***]. To be eligible for such a return, Product must be in its original, unopened package. All freight charges for returned Products will be paid by Tech Data. In addition, Tech Data shall have the right to return for full credit, without limitation as to the dollar amount, all Products that become obsolete or AT&T PARADYNE discontinues or are removed from AT&T PARADYNE's current price list; provided Tech Data returns such Products within ninety (90) days after Tech Data receives written notice that such Products are obsolete, discontinued or are removed from AT&T PARADYNE's price list.

Inventory Adjustment. (a) Within 90 days following the Closing Date, Acquiror will prepare and deliver to Seller a statement setting forth Acquiror’s calculation of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Statement”). The Closing Statement will be prepared in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s r...

Inventory Adjustment. Trancell agrees to accept return of overstocked -------------------- Products as determined by Tech Data, of not more than [ * * * ]. Shipments of Product being returned shall be new, unused and in sealed cartons. Vendor shall credit Tech Data's account in the amount of the price paid by Tech Data therefor less any price protection credits but not including any early payment or prepayment discounts (the "Return Credit"). Tech Data will supply Trancell with an offsetting purchase order of equal or greater value.

Inventory Adjustment. In connection with its preparation of the Closing Financial Statements, Buyer’s Accountant will conduct a physical inventory observation of and will perform an analysis of inventory pricing on the Acquired Companies’ raw materials, work-in-process and finished goods inventory (the “Inventory Analysis”). If and to the extent that the Inventory Analysis indicates that inventory pricing is not fairly stated in accordance with the principles of GAAP chosen to be applied by Buyer’s Accountant, Buyer’s Accountant will provide to Buyer (and copy Seller) with a proposed aggregate adjustment to inventory pricing (the “Pricing Adjustment”) which would fairly state inventory pricing in accordance with GAAP using the principles selected by Buyer’s Accountant (ex., to account for and reflect overvalued, unusable, unsalable, obsolete, damaged, defective or slow-moving items). At Buyers request, Seller will cause the Acquired Companies to reduce inventory pricing on the Acquired Company’s financial records in an amount equal to the Pricing Adjustment prior to Buyer’s Accountant’s delivery of the Closing Financial Statements so that such reduction is reflected in the Closing Financial Statements. The amount of such inventory pricing reduction is referred to as the “Inventory Adjustment Amount.”

Inventory Adjustment. (a) On or prior to the Closing Date, the SELLER and the BUYER shall jointly conduct a physical count of the Inventory as of the Closing Date and the BUYER shall make or cause to be made a calculation of the Inventory value as of the Closing Date (the (i) the Calculation shall be reduced by the value of (a) Inventory that is adulterated or is otherwise not of good and merchantable quality, and (b) all finished goods Inventory that has a shelf-life expiration date of less than twelve (12) months (or, in the case of BAN clear roll-on, six (6) months) from the Closing Date, in each case net of any reserves for such items included in the Calculation; and (ii) the Calculation shall be reduced by 50% of the value of any Inventory that exceeds a twelve (12) month supply (as measured on the basis of sales for the six (6) month period preceding the Closing Date, other than BAN Naturals, which shall be measured on the basis of projected sales for the period June 1, 2000 through November 30, 2000 as set forth on Schedule 2.2), to the extent of such excess, but in no event shall the Calculation include an amount greater than 50% of the standard cost for such excess items. For purposes of the Calculation, all "twin-pack" or similarly packaged items shall be treated as separate stock items. The BUYER shall also provide SELLER with copies of the Calculation and all work papers associated therewith within fifteen (15) days after the Closing Date. (b) SELLER shall have a period of thirty (30) days in which to review the Calculation and the work papers associated therewith provided by the BUYER. If the SELLER disagrees with all or any part of the Calculation, the SELLER shall have the right to notify BUYER in writing of such disagreement and SELLER'S reasons for so disagreeing, in which case the SELLER and the BUYER shall attempt to resolve the disagreement. If within fifteen (15) days after receipt by BUYER of such notice, the SELLER and the BUYER are unable to resolve the differences, if any, arising as a result of the Calculation, they or either of them shall submit a statement of all unresolved differences together with copies of the Calculation to Ernst & Young LLP or such other independent accounting firm as shall be mutually agreed (the "Accountants") for a binding and nonappealable determination to be rendered within thirty (30) days after such submission. All fees and expenses of the Accountants incurred in this capacity shall be billed to and shared equally by the ...

Inventory Adjustment. (A) Following the Closing Date, Buyer shall determine the estimated number of units, for each Inventory Category, that (i) have been shipped and for which invoices have been issued on or prior to the Closing Date and (ii) remain in the possession of distributors or retailers and have not been sold through to end users (such number being the “Preliminary Inventory Level” for such Inventory Category). No later than forty-two (42) days after the Closing Date, Buyer shall deliver to Seller a report (the “Preliminary Inventory Report”) showing the Preliminary Inventory Level for each Inventory Category. Following delivery of the Preliminary Inventory Report, the Final Inventory Report showing the Final Inventory Level for each Inventory Category shall be determined in accordance with the procedures set forth in Section 2(d)(vi) below. (B) Promptly after the Resolution Date for the Final Inventory Report, the Final Inventory Values shall be determined based on the Final Inventory Levels shown on the Final Inventory Report and unit prices shown on Section 2(d)(v)(B) of the Disclosure Schedule, together with the Category Adjustment Amounts and the Inventory Adjustment Amount. (C) If the Inventory Adjustment Amount is zero, no adjustment shall be made to the Cash Consideration pursuant to this Section 2(d)(v)(C). If the Inventory Adjustment Amount exceeds zero, the Cash Consideration shall be reduced by an amount equal to the Inventory Adjustment Amount and Seller shall pay to Buyer an amount equal to the Inventory Adjustment Amount.

Inventory Adjustment. If the Final Inventory Value as determined pursuant to Section 3.3(a)(ii) above is greater than the Reference Inventory Value or less than the Reference Inventory Value, the Preliminary Purchase Price will be adjusted as follows (the “Inventory Value Adjustment”): (A) If the Final Inventory Value exceeds the Reference Inventory Value, the Preliminary Purchase Price shall, automatically, without further action by the Parties, be increased by the amount by which the Final Inventory Value exceeds the Reference Inventory Value; and (B) If the Reference Inventory Value exceeds the Final Inventory Value, the Preliminary Purchase Price shall, automatically, without any further action by the Parties, be decreased by the amount by which the Reference Inventory Value exceeds the Final Inventory Value.