Inventory Value Clause Samples
The Inventory Value clause defines how the value of inventory is determined for the purposes of a contract. Typically, this clause specifies the method of valuation, such as cost, market value, or another agreed-upon standard, and may outline procedures for periodic inventory assessments or adjustments. By clearly establishing how inventory is valued, this clause helps prevent disputes between parties regarding asset worth and ensures consistency in financial reporting or settlement calculations.
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Inventory Value. (a) At the Closing, Buyer shall pay Seller an amount (the “Inventory Deposit”) as an initial payment for the estimated value of the Inventory as of the Closing Date. Seller shall make a good faith estimate five (5) Business Days prior to the Closing Date of the estimated value of the Inventory and provide a copy thereof to Buyer setting forth the ownership, types, characteristics and volumes, on a tank, vessel or location basis, of Refinery Feedstock Inventory and Refinery Product Inventory. The Inventory Deposit shall be an amount equal to 95% of the estimated Inventory Value as reasonably estimated by Seller. Seller shall value the Inventory in accordance with the measurement procedures set forth in Exhibit H-1 and in accordance with the valuation procedures set forth in Exhibit H-2. Buyer shall be permitted to have representatives present to observe any measurements taken by Seller.
(b) An independent inspector (the “Testing Agent”) shall be engaged by mutual agreement of Seller and Buyer. The Testing Agent shall measure the Inventory as of Effective Time at the respective locations of the Inventory on the Closing Date. The Inventory shall be measured by the Testing Agent in accordance with the procedures set forth on Exhibit H-1 attached hereto. The Testing Agent shall issue a written report (the “Testing Agent Report”) within twenty (20) days after the Closing Date setting forth the volumes and quantities of the Inventory as of the Effective Time. The fees and expenses of the Testing Agent shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.
(c) As soon as practicable, but in any event no later than ten (10) days following receipt of the Testing Agent Report, Seller shall cause to be prepared and delivered to Buyer a statement (the “Inventory Statement”) setting forth the volume of the Inventory as measured by the Testing Agent as of the Closing Date and the value of the Inventory (the “Inventory Value”) which shall be determined in accordance with the procedures set forth on Exhibit H-2. Buyer shall give Seller notice of its acceptance of or objection to the computations in the Inventory Statement no later than twenty (20) days following its receipt of the Inventory Statement (the date of Seller’s receipt of such acceptance or rejection, or the expiration of such 20 day period with no notice having been given, shall be the “Inventory Notice Date”). If Buyer fails to give such notice before the end of such twenty (20) day per...
Inventory Value. The value of the inventory of the Borrower and the Guarantors as of December 31, 2001 was no less than $5,000,000,000.
Inventory Value. Inventory Value" shall mean the gross book value of the finished goods Inventory calculated, as of any date, as the number of units on hand of each item number as of such date multiplied by the standard cost of such item of finished goods Inventory as of December 29, 2001; provided, however, that the standard cost of any such Inventory located in any of the Purchased Stores shall be calculated at retail standard cost, consistent with Sellers' past practice in the ordinary course of business, as reflected on Sellers' retail financial reports. In the event no standard cost exists for any item as of December 29, 2001, the standard cost of such item shall be based on the price paid by the Sellers as set forth in the Sellers' purchase order for such item or, in the event no such purchase order exists, the Sellers' original cost estimate therefor from the party that sold such item to the Sellers plus, in either case, the Sellers' cost of freight, duty and overhead with respect to such item.
Inventory Value. The “Inventory Value” will be valued at the lower of cost or market (“LCM”) in accordance with GAAP. To the extent the Inventory Value is less than Eleven Million Eight Hundred Thirteen Thousand Dollars ($11,813,000), the Cash Portion of the Purchase Price shall be reduced by a like amount. To the extent that the Inventory Value is greater than such amount, the Cash Portion of the Purchase Price shall be increased by such amount.
Inventory Value. As of any date of determination, the Borrower will not, and will not permit any Subsidiary to, permit any Inventory of the Borrower or any Subsidiary having an aggregate value at cost in excess of 30% of the aggregate value at cost of all of the Inventory of the Borrower and the Subsidiaries to be stored at a location other than the Primary Distribution Facilities.
Inventory Value. The value of the Inventories (the “Inventory Value” shall be calculated by multiplying (i) the quantities of the various Products comprising the Product Inventory and WIP Inventory measured pursuant to Annex I and reflected in the Product Inventory Quantity Report, or determined in accordance with Section 3 B of this Exhibit as it relates to the Chemical Inventory, by (ii) the relevant price formulas set forth in Annex II for such Products, WIP Inventory and/or Chemicals; plus the ▇▇▇▇ to market value associated with Commodity Contracts pursuant to Annex II.
Inventory Value. 6 1.33 John Deere Inventory............................................6 ▇.▇4
Inventory Value. (a) Maxxim shall provide Buyer with access to its inventory cycle counts relating to the Products upon Buyer's request. Buyer shall have the right to perform spot tests to verify the accuracy of such cycle counts to its satisfaction. If Buyer is not satisfied with the accuracy of such cycle counts, it shall notify Maxxim of such fact at least twenty (20) days prior to Closing, and Maxxim shall undertake thereafter a physical count of the Inventories being transferred to Buyer hereunder. Maxxim shall give Buyer at least 72 hours notice of the time and date on which it plans to commence such physical count and Buyer will have the right to have its representatives present if it so elects. Maxxim shall determine the value of the Inventories in accordance with the criteria set forth in Schedule 2.2. The value of the Inventories shall be adjusted on the Closing Date to eliminate the value of any Inventories sold and shipped between the date of the physical count of the Inventories and the Closing Date and the value of the number of each Product in excess of a 12 months' supply of such Product, and to add the value of any Inventories received between the date of the physical count of the Inventories and the Closing Date ("Adjusted Inventories").
(b) Maxxim shall prepare for shipping, arrange to have shipped by such carrier as Buyer shall designate, at Buyer's cost, and have loaded onto such carrier's truck for shipment to Buyer, at Buyer's cost, all of the Inventories located at facilities other than the Clarksburg, West Virginia Facility. Maxxim shall count the Inventories prior to shipment to Buyer. Maxxim shall obtain a receipt from the carrier shipping such Inventories for the quantities of the Inventories counted by Maxxim and shall promptly provide a copy to Buyer. Maxxim shall take reasonable precautions to ensure that the Inventories will not be damaged prior to shipment. All of the Inventories shall be delivered F.O.
Inventory Value. At Closing the book value of the inventory (which for purposes of this Section 5.24 means the inventories recorded in the following balance sheet accounts: HIC-CFI; Fabric Filters-CFI; Spare Parts; On- Site HIC; and RO Systems Spare Parts) included in the Acquired Assets, determined in accordance with GAAP applied on a consistent basis, shall not be less than $650,000.
Inventory Value. 2.5.5 Multiemployer Plan.....................4.21.1 Parent Common Stock.....................2.2.1 Parent Material Adverse Effect..........5.2.3 PBGC...................................4.21.1