Inventory Adjustment Sample Clauses

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) 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. 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) As promptly as reasonably practicable after the Closing, but no later than sixty-five (65) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a statement (the “Final Closing Statement”) setting forth and certifying Buyer’s calculation of the Inventory Value as of the Closing Date, determined in accordance the procedures set forth in Schedule 2.3(c) (the “Final Inventory Value”). (ii) If Seller disagrees with Buyer’s calculation of Final Inventory Value as set forth on the Final Closing Statement, Seller may, within thirty (30) days after delivery of the Final Closing Statement, deliver a written notice to Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Inventory Objection Notice”). Any Inventory Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection Notice within such thirty (30) day period pursuant to this Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein, and the Final Inventory Value as set forth in the Final Closing Statement shall be conclusive and binding on the parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be unreasonably withheld, delayed or conditioned by Seller or Buyer)...

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. 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.

Inventory Adjustment. On the day before the Closing, Purchaser and Asset Seller shall jointly take a physical inventory of the Inventory. The value of each item of Inventory shall be equal to Asset Seller’s actual cost thereof. On the Closing Date, the parties shall prepare a written account of such physical inventory that lists i")"(i) ")"(ii) the cost of each Item. Asset Seller warrants that on the Closing Date Asset Seller will have Inventory on hand of not less than Twenty-Six Thousand, Four Hundred Sixty-seven Dollars ($26,467.00). In the event that less than Twenty-Six Thousand, Four Hundred Sixty-seven Dollars ($26,467.00) in Inventory is on hand at the Closing Date, the Purchase Price will be reduced by the difference between Twenty-Six Thousand Four Hundred Sixty-seven Dollars ($26,467.00) and the amount of Inventory actually on hand on the Closing Date. In the event that more than Twenty-Six Thousand Four Hundred Sixty-seven Dollars (26,467.00) of Inventory is on hand at the Closing Date, the Purchase Price will be increased by the difference between Twenty-Six Thousand Four Hundred Sixty-seven Dollars ($26,467.00) and the amount of Inventory actually on hand on the Closing Date.

Inventory Adjustment. (a) To the extent that the Inventory Amount (as defined below) as of the Closing Date, exceeds $1,700,000, the Tentative Purchase Price shall be increased by the amount of such excess, and to the extent that the Inventory Amount is less than $1,700,000, the Tentative Purchase Price shall be decreased by the amount of such deficiency (such positive or negative amount hereinafter referred to as the “Inventory Adjustment Amount”). For purposes hereof, “Inventory Amount” means (i) the cost of the inventory as of the Closing Date, as determined in accordance with the provisions of this Section 2.2 below and consistent with the methodology used in preparing the November 30, 2006 Financial Statements (as defined in Section 3.5), which the parties acknowledge and agree includes certain allocated charges above just the purchase cost, except that no adjustment will be made to reflect any market pricing of the Inventory, multiplied by (ii) 0.9. (b) A physical inventory shall be conducted in good faith by the parties as of the Closing Date (which the parties will begin on June 29) for purposes of determining the Inventory Amount. The Inventory Amount shall be determined based on such physical inventory using the aggregate cost of Annaco’s Inventory as of the Effective Time calculated in the manner described in this Section 2.2, and the Inventory Adjustment Amount, as so determined, shall be added to or deducted from the Tentative Purchase Price, as the case may be, based on such calculation. (c) Annaco and Buyer will attempt in good faith to agree on the Inventory Amount and the Inventory Adjustment Amount as of the Effective Time before the Closing Date. If the parties cannot agree on the Inventory Amount and the Inventory Adjustment Amount before the Closing Date, each of Annaco and Buyer will (i) for a period of thirty (30) days following the Closing Date, cooperate in good faith to mutually agree upon the Inventory Amount and the Inventory Adjustment Amount and (ii) if the parties cannot reach an agreement during such thirty (30) day period, submit its determination of the Inventory Amount to a mutually agreed upon referee (the “Referee”) and the Referee shall make the final determination thereof. Such determination shall be made in accordance with the provisions hereof within 30 days after submission to the Referee; and the Referee’s determination shall be final, conclusive and binding on Annaco and Buyer. Buyer and Annaco agree to share equally the cost and expe...

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).