Inventory Procedures Sample Clauses

Inventory Procedures. The quantities of Inventory to be purchased and sold hereunder shall be determined by an itemized inventory to be taken at such time as Buyer and Seller mutually agree and shall be adjusted to book as of the Closing Date based upon a physical inventory pursuant to which all Inventory will be counted as to quantity by personnel of Seller and Buyer using procedures mutually agreed to by Buyer and Seller to take inventories of the type of Inventory being counted (which physical inventory shall be adjusted, if necessary, for any inventories added or removed in the ordinary course of business after the date of such physical inventory and before the Closing Date); provided, however, that if Buyer and Seller shall mutually agree, an outside inventory service or services (the "Inventory Service") mutually selected by Seller and Buyer may be selected to take such inventory. Both Buyer and Seller will have the right to have Representatives present to observe the physical inventories. Any disputes as to the physical count, usability or salability of any item of Inventory will, if possible, be resolved while such physical inventory is being taken. Any unresolved disputes regarding the foregoing not resolved by the Closing Date will be separately listed and settled as soon as expeditiously practicable thereafter by the parties or by another independent third party mutually acceptable to both parties, or if they are unable to agree then by the Inventory Service. The determination of any third party so engaged shall be final and binding on the parties. No failure to resolve any such matters shall prevent the Closing or payment of the Purchase Price. If Buyer so requests, the physical inventory contemplated by this Section 2.5.3 shall also include a physical count of the Specified Equipment identified on Annex B to verify the unit counts.
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Inventory Procedures. The term "Inventory Procedures" shall mean the Inventory Procedures as set forth in Exhibit A hereto.
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Inventory Procedures. The parties hereto acknowledge that the Purchase Price has been based in part on the Purchased Assets including Inventory as of the Effective Time which is adequate for the operation of the Business in the Ordinary Course of Business and with a value of at least Ten Million Dollars ($10,000,000.00) (the “Inventory Threshold”). For purposes of determining the value of the Inventory as of the Effective Time (the “Inventory Value”), the Inventory included in the Purchased Assets shall be measured and valued at the Effective Time in accordance with the following inventory determination and valuation procedures:
Sample 1
Inventory Procedures. Purchaser shall purchase all of Seller's Inventory which is of a type consistent with the Inventory that Seller has maintained in the past and which consists of video game platforms, video games and related products. (Hereinafter, the items of Inventory which satisfy the foregoing requirements are referred to as "Qualifying Inventory".) The purchase price for Qualifying Inventory will be its Average Cost; provided, however, that to the extent there are items of Qualifying Inventory that are obsolete, as described below, or which are damaged used goods, Purchaser shall be entitled to reduce the amount paid for the Inventory by the Average Cost of all such obsolete or damaged items, but such reduction shall not exceed an amount equal to one percent (1%) of the Average Cost of all Qualifying Inventory. For these purposes, an item of Inventory shall be considered obsolete if it is any of the following video game platforms or a video game which runs on any of, or other products specific to, said platforms:
Sample 1
Inventory Procedures. After the close of business with respect to the Store on May 30, 1998, (i.e., after 9:00 P.M.) or on the Effective Date at 7:00 A.M., whichever time and date are mutually agreed upon by 2Connect and BAC, a physical inventory shall be taken to determine all merchandise located at the Store. 2Connect and BAC shall prepare a mutually agreed upon inventory list showing in detail the quantities and costs of each item of inventory (hereinafter referred to as "the Inventory").
Sample 1
Inventory Procedures. The Inventory will be measured as of the Effective Time and calculated pursuant to the Inventory Procedures attached hereto as Exhibit 2.2(a) (the “Inventory Procedures”).
Sample 1

Related to Inventory Procedures

  • RECOVERY PROCEDURES The nature and severity of any disaster will influence the recovery procedures. One crucial factor in determining how BellSouth will proceed with restoration is whether or not BellSouth's equipment is incapacitated. Regardless of who's equipment is out of service, BellSouth will move as quickly as possible to aid with service recovery; however, the approach that will be taken may differ depending upon the location of the problem.

  • Mandatory Procedures The parties agree that any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article, and that such procedures constitute legally binding obligations that are an essential provision of this Agreement. If either party fails to observe the procedures of this Article, as may be modified by their written agreement, the other party may bring an action for specific performance of these procedures in any court of competent jurisdiction.

  • AML/KYC Procedures “AML/KYC Procedures” means the customer due diligence (CDD) procedures of a Reporting Financial Institution pursuant to the anti-money laundering or similar requirements of the jurisdiction concerned to which such Reporting Financial Institution is subject.

  • Collection Procedures (a) On or before the Closing Date, the Seller and the Purchaser shall have established and shall maintain thereafter the system of collecting and processing Collections of Receivables in accordance with Section 2.02 of the Servicing Agreement.

  • Billing Procedures (a) PROVIDER agrees all claims shall be submitted to OHCA in a format acceptable to OHCA and in accordance with the OHCA Provider Manual.

  • Evaluation Procedures 7.2.1 Evaluation procedures designed to fairly and adequately assess performance of full- time faculty employees shall be established and reviewed annually by the Vice President, after consultation with appropriate faculty groups at divisional/departmental meetings for their recommendations.

  • WARRANTY PROCEDURES You need proof of purchase for warranty service.

  • Recall Procedures The offer of reemployment shall be made personally or by certified mail, return receipt requested, and the teacher shall be notified that if he/she wishes to accept, he/she must do so in writing within five (5) calendar days of receipt of notice or within ten (10) calendar days of the postmark on the envelope in which the offer is mailed, whichever is shorter. Failure to receive timely acceptance of the offer of reemployment eliminates all reemployment rights of the teacher.

  • Reply Procedures In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

  • Company Procedures Whenever the Company is required by this Agreement to effect the registration of any Registrable Securities under the Securities Act pursuant to a registration statement, the Company shall use its best efforts to effect each such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall, as soon as practicable:

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