Inventory Amount Sample Clauses

Inventory Amount. In the event of any conflict between GAAP and the valuation methodology set forth in Section 2.2(b) hereof, GAAP shall control. (c) If Buyer and Sellers cannot agree as to a Final Inventory Amount and Adjusted Closing Statement within seven (7) days of the Closing Date (the "Resolution Period"), a11 disputed items shall then be submitted to a firm of nationally recognized independent public accountants (the "Neutral Auditors") selected by Sellers and Buyer within five (5) days after the expiration of the Resolution Period (which Neutral Auditors shall not have been engaged directly by any party hereto within the preceding two (2) years). If Sellers and Buyer are unable to agree on the Neutral Auditors, then Sellers shall appoint an accounting firm and Buyer shall appoint an accounting firm. Such appointed accounting firms shall thereafter mutually appoint another nationally recognized accounting firm to be the Neutral Auditors. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall be borne equally by Sellers on the one hand, and Buyer on the other hand. The Neutral Auditors shall act as an arbitrator to determine, based solely on presentations by Sellers and Buyer, and not by independent review, only those issues still in dispute. The Neutral Auditors' determination shall be made within 30 days of their selection, shall be set forth in a written statement delivered to Sellers and Buyer and shall be final, binding and conclusive. The term "Adjusted Closing Statement," as hereinafter used, shall mean the definitive Adjusted Closing Statement agreed to by Buyer and Sellers in accordance with Section 2.3(b) or the definitive Adjusted Closing Statement resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.3(c) (in addition to those items theretofore agreed to by Sellers and Buyer).
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Inventory Amount. 5.2.1. Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement setting forth Buyer’s calculation, as of the Closing Date, of that portion of the Inventory which consists of raw materials and finished goods (the “Closing Inventory”) prepared in accordance with generally accepted (i.e., GAAP) inventory valuation principles and methodologies. Seller shall have ten (10) days after receipt of Bxxxx’s Closing Inventory calculation to notify Buyer of any disputes regarding the Closing Inventory calculation. During the 10-day review period, Seller shall have full access to Bxxxx’s work papers and to the persons who prepared the Closing Inventory calculation. If Seller notifies Buyer of any good faith disputes in accordance with this Section 5.2.1, then the Parties will negotiate in good faith in an effort to resolve those disputes. If the Parties are unable to resolve any dispute within thirty (30) days after Bxxxx receives notice, then either party may submit that dispute for resolution to an accountant with an independent accounting firm of recognized national or regional standing mutually acceptable to Buyer and Seller and, unless the parties otherwise agree, which accountant is not then providing, and has not provided at any time during the period commencing two years prior to the Closing Date through the date of its determination pursuant to this Section 5.2.1, services to any of Buyer, Seller, or any of their respective Affiliates. The resolution of any dispute by that accounting firm shall be rendered within thirty (30) days after submission of the dispute to the accounting firm and shall be conclusive and binding upon the Parties. The substantially non-prevailing Party shall be responsible for the fees and costs of the accounting firm.
Sample 1
Inventory Amount. Schedule 1.9 sets forth, as of January 21, 2000, a ---------------- ------------ true and complete list of all items in Inventory, including (a) the part number of each item, (b) the quantity of each item, and (c) the location of each item (the "Inventory List").
Sample 1
Inventory Amount. (a) The parties shall commission Washington Inventory Service or RGIS (the “Independent Valuator”) to conduct a full review and valuation of the Inventory at each of the File-Transfer Locations as of the Applicable Closing Date (each, an “Inventory Audit”). Each of Seller and Buyer shall have present at each Inventory Audit representatives with authority to approve all aspects of the Inventory Audit including determinations of Excluded Inventory. The Independent Valuators will determine the aggregate value of the Inventory at each of the Operate Location Pharmacies and File-Transfer Locations as of the Applicable Closing Date (such value, the “Inventory Amount”) in accordance with the standards and procedures set forth on Exhibit C. Unless otherwise agreed by the parties, including in the event of any dispute, each Inventory Amount as determined by the Independent Valuator in conducting the Inventory Audit shall be binding upon Seller and Buyer.
Sample 1
Inventory Amount. The parties shall commission RGIS or another independent valuator (the “Independent Valuator”) to conduct a full review and valuation of the Inventory, to be valued in tenths, at each of the Pharmacies on the Closing Date (each, an “Inventory Audit”). Each of Seller and Buyer shall be permitted to have representatives present to observe each Inventory Audit. The costs and expenses of the Independent Valuators are to be shared equally by Buyer and Seller as provided in Section 12.7. The Independent Valuators will determine the aggregate value of the Inventory at each of the Pharmacies as of the required date (such aggregate value, the “Inventory Amount”) in accordance with the procedures set forth on Exhibit F. Unless otherwise agreed by the parties, the Inventory Amount as determined by the Independent Valuator in conducting the Inventory Audit shall be binding upon Seller and Buyer.
Sample 1
Inventory Amount. (q) At least three (3) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Purchaser a statement of Inventory as of the Effective Time to be transferred, assigned and delivered to the Purchaser pursuant to this Agreement as of the Effective Time (the “Effective Time Inventory Statement”). The Inventory and corresponding values set forth on the Effective Time Inventory Statement shall be the same as that set forth on Schedule 2.2(a), as updated by the Seller prior to the Closing to reflect any Inventory acquired or produced by the Seller prior to the Effective Time in the Ordinary Course from and after the date of the Original Agreement in accordance with Section 6.1.
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Inventory Amount. For purposes of determining the Purchase Price, the ---------------- Inventory Amount shall be determined in accordance with Exhibit D hereto which shall be finalized and attached to this Agreement at Closing.
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Inventory Amount. The "Inventory Amount" shall be the net landed cost of the Inventory sold to Purchaser determined in accordance with Emerging Issues Task Force statement no. 02-16, which will therefore be net of any and all promotional, prompt pay and other allowances and discounts; provided, that all such Inventory shall be in saleable condition; provided, further, that with respect to Inventory that Sellers have held over ninety (90) days prior to the Initial Closing Date or Inventory that is not in saleable condition, the Inventory Amount shall be reduced by mutual agreement in accordance with the procedures set forth on Schedule 3.2. For purposes of this Agreement, Inventory shall be in "saleable condition" if it can be sold without discount, is not out of code, is not damaged and can be delivered to a customer with a customary and adequate shelf life.
Sample 1
Inventory Amount. 10 knowledge.............................................................1
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Related to Inventory Amount

  • Inventory Adjustment (a) No more than three (3) days prior to Closing, a physical count of all saleable inventory, raw materials, castings, grates and other ancillary products included in the Seller Assets (the “Closing Inventory”) shall be carried out at the Designated Plants by representatives of each of the Seller and the Purchaser, which physical count shall be carried out in a manner mutually agreed upon by the parties. For the purposes of this Section 3.1(a), “saleable” inventory shall mean (i) finished goods, which are of first quality and saleable in the ordinary course without discount, and (ii) all raw materials, castings, grates and other ancillary products that are useable in the production of pipe and precast products or otherwise suitable for resale, unless obsolete, damaged or cosmetically impaired. The representatives of each of the Purchaser and the Seller shall attempt, in good faith, to resolve any disputes which may arise during the physical count of the inventory. Upon completion of the physical count of the inventory, the representatives of each of the Seller and the Purchaser shall agree upon and execute a statement setting forth either (i) the final physical count of the inventory in the event that the representatives agree on such final physical count or (ii) the final physical count of the inventory of each of the Seller and the Purchaser in the event that the representatives were unable to resolve in good faith any disputes during the physical inventory count, noting such items of dispute (the “Disputed Seller Inventory Items”) therein. The value of Closing Inventory shall be determined in accordance with the Inventory Methodology. In the event that there are any Disputed Seller Inventory Items, such Disputed Seller Inventory Items shall be resolved following the Closing pursuant to the dispute resolution procedures set forth in Section 3.2 and the final physical count agreed to by the parties or resolved pursuant to Section 3.2 shall be final and binding on the parties, including for purposes of determining the Closing Inventory. (b) No later than 90 days after the Closing Date (or if such day is not a Business Day, the next Business Day), the Purchaser shall deliver to the Seller a certificate executed by the

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

  • Eligible Inventory As to each item of Inventory that is identified by any Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory.

  • Accounts and Inventory Each Account or item of Inventory which Borrower shall, expressly or by implication, request Lender to classify as an Eligible Account or as Eligible Inventory, respectively, shall, as of the time when such request is made, conform in all respects to the requirements of such classification as set forth in the respective definitions of "Eligible Account" and "

  • Location of Inventory and Equipment The Inventory and Equipment are not stored with a bailee, warehouseman, or similar party (without Foothill's prior written consent) and are located only at the locations identified on Schedule 6.12 or otherwise permitted by Section 6.12.

  • Inventory To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

  • Accounts Receivable; Inventories The accounts and notes receivable which are reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereon, and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of account, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), and are not subject to offsets. The inventories reflected on the Audited and Unaudited Balance Sheets, and thereafter added, as reflected on the Closing Date Balance Sheet, consist of items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) in the ordinary course of business, except for obsolete materials, slow-moving items, materials of below standard quality and not readily marketable items, all of which have been written down to net realizable value or adequately reserved against on the books and records of the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity not usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated at the lower of cost or market.

  • Merchantable Inventory All Inventory is in all material respects of good and marketable quality, free from all material defects.

  • Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

  • As to Equipment and Inventory The Grantor hereby agrees that it shall

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