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. (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. 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) No later than five (5) Business Days prior to the Closing Date, Conopco shall deliver to Purchaser a statement (the "Estimated Inventory Statement") setting forth the estimated book value of the Purchased Inventory as of the Closing Date (the "Estimated Purchased Inventory"), determined in accordance with the Inventory Principles (as defined in Section 3.2(f)). At Closing, the Initial Cash Consideration shall (if required) be decreased, dollar for dollar, by the excess of $100,244,000 (the "Base Inventory Amount") over the Estimated Purchased Inventory. (b) Within thirty (30) days after the Closing Date, Conopco shall prepare and deliver to Purchaser a statement (the "Inventory Statement") setting forth the book value of the Purchased Inventory. The parties and their representatives shall verify the Purchased Inventory (which shall utilize the "cycle counting" method or such other reasonable method of inventory verification) and Purchaser shall assist Sellers and their representatives in the preparation of the Inventory Statement and shall provide Sellers and their representatives access at all reasonable times to the personnel, properties, books and records of the Business for such purpose. (c) The Inventory Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof unless Purchaser gives written notice of its disagreement with the Inventory Statement (a "Notice of Disagreement") to Conopco prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any such disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on Closing Inventory not being calculated in accordance with the Inventory Principles (as defined below). If a Notice of Disagreement is received by Conopco in a timely manner, the Estimated Inventory Statement shall become final and binding upon Conopco and Purchaser on the earlier of (i) the date Conopco and Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Independent Accountants. The date on which such final determination is made (either by mutual agreement of Purchaser and Conopco, or as determined by the Independent Accountants), is hereinafter referred to as the "Inventory Determination Date." (d) During the 15-day period following delivery of a Notice of Disa...

Inventory Adjustment. In the first month of each calendar quarter, Kofax agrees to accept return of overstocked Products, provided such returns shall not exceed the value of fifteen percent (15%) of the prior quarter's purchases. Shipments of Product being returned shall be new, unused and in sealed cartons. Kofax 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"). 15 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 Kofax discontinues or are removed from Kofax's current price list; provided Tech Data returns such Products within ninety (90) days after Tech Data receives written notice from Kofax that such Products are obsolete, superseded by a newer version, discontinued or are removed from Kofax price list. e. Section 5.3 of the Original Agreement is hereby revised in its entirety to read as follows:

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. (a) For purposes of this Agreement, “Inventory Adjustment Amount” means the difference (positive or negative) between the Inventory Value as of 5:00 p.m. EST on the Closing Date (the “Closing Inventory Value”) and $2,000,000 (the “Current Inventory Value”) (i.e. Inventory Adjustment Amount equals Closing Inventory Value minus Current Inventory Value). For purposes of this Agreement “Inventory Value” means the fair market value of the Inventory calculated in accordance with the principles and methodologies set forth on Schedule 2.9.

Inventory Adjustment. (a) Schedule 1.1(a)(ii) consists of Seller’s good faith estimate of Inventory that will exist as of Cut-Over (the “Target Inventory”), subject to Seller’s delivery of Inventory pursuant to the Transition Services Agreement and this Agreement. (b) Seller shall deliver all remaining Inventory to Purchaser promptly following Cut-Over. Purchaser shall have from Cut-Over until the date that is [***] after Cut-Over (the “Adjustment Review Period”) to conduct a physical inventory inspection and count of the actual Inventory as of Cut-Over (the “Actual Inventory”), using a methodology consistent with Seller’s past practice, in order to determine whether and to what extent Actual Inventory differs from Target Inventory, subject in each case to the adjustments set forth in Section 1.5(a). (c) Purchaser shall have until [***] business days following the end of the Adjustment Review Period to determine if Actual Inventory differs from Target Inventory and, if so, to deliver a notice of dispute (a “Dispute Notice”). If Purchaser fails to provide a Dispute Notice within [***] business days following the Adjustment Review Period, then the Target Inventory shall be considered accurate, final, and binding. (d) If Purchaser timely delivers a Dispute Notice, then Purchaser and Seller shall, during the [***] calendar days following delivery of the Dispute Notice (or such additional time as the Parties may mutually agree), work together in good faith to resolve the dispute and to agree on the Final Inventory. If Purchaser and Seller are unable to reach an agreement within [***] days after delivery of the Dispute Notice, then any amounts remaining in dispute shall be submitted for resolution to the Independent Accountant. The Independent Accountant shall act as an expert, and not as an arbitrator, and shall decide only the specific items under dispute by the Parties, which decision shall be within the range of values assigned to each such item in Seller’s estimate of the Target Inventory and Purchaser’s Dispute Notice, respectively. The costs of the Independent Accountant shall be borne according to the relative success of each Party by virtue of the proximity of the findings of the Independent Accountant to adjusted Target Inventory (in the case of Seller) and the Dispute Notice (in the case of Purchaser).

Inventory Adjustment. (i) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to VI a statement (the “Inventory Statement”) setting forth its calculation of the book value of the Inventory calculated in accordance with GAAP as of the Closing Date (such value, the “Inventory Amount”). (ii) The “Inventory Adjustment” shall be an amount equal to the Inventory Amount minus $1,097,366 (the “Target Inventory Amount”). If the Inventory Adjustment is a positive number, Purchaser shall pay to VI an amount equal to the Inventory Adjustment. If the Inventory Adjustment is a negative number, Seller and Purchaser shall immediately execute a joint instruction to the Escrow Agent directing the Escrow Agent to pay to Purchaser an amount equal to the absolute value of the Inventory Adjustment out of the Escrow Fund (as defined in the Escrow Agreement).