Actual Closing Inventory has the meaning set forth in Section 2.8(a).

Actual Closing Inventory has the meaning set forth in Subsection 6.3.

Actual Closing Inventory means the actual value of the Net Inventory as of Closing, as calculated in good faith by Purchaser in a manner consistent with the calculation of Net Inventory by Seller prior to the Closing and confirmed in writing to Seller not later than 60 days after Closing through the delivery of an Officer’s Certificate (as defined in Section 10.3 of this Agreement). In the event that (A) the Actual Closing Inventory has a dollar value that is $250,000 less than the Certified Closing Inventory and if there is no objection by Seller within 10 business days of delivery of the Officer’s Certificate, then Seller shall pay to Purchaser an amount equal to the amount by which the Actual Closing Inventory is less than the Certified Closing Inventory; or (B) the Actual Closing Inventory has a dollar value that is $250,000 greater than the Certified Closing Inventory and if there is no objection by Purchaser within 10 business days of delivery of the Officer’s Certificate then Purchaser shall pay to Seller an amount equal to the amount by which the Actual Closing Inventory is greater than the Certified Closing Inventory ; provided, however, that if Seller or Purchaser, as applicable, does object within such 10 business day period, then the parties shall resolve any dispute pursuant to Section 10.5.

Examples of Actual Closing Inventory in a sentence

The independent surveyor shall be instructed to provide the quantity information of the Actual Closing Inventory to Methanex and Terra.
The Bermuda Civil Aviation Authority will accept faxed or scanned documents in support of applications for Certificates of Validation (CV).

More Definitions of Actual Closing Inventory

Actual Closing Inventory has the meaning specified in Section 3.4.2.

Actual Closing Inventory means the actual value of the Net Inventory as of Closing, as calculated in good faith by Purchaser in a manner consistent with the calculation of Net Inventory by Seller prior to the Closing and confirmed in writing to Seller not later than 60 days after Closing through the delivery of an Officer’s Certificate (as defined in Section 10.3 of this Agreement). In the event that (A) the Actual Closing Inventory has a dollar value that is lower than $3,750,000 and if there is no objection by Seller within 10 business days of delivery of the Officer’s Certificate, then Seller shall pay to Purchaser an amount equal to the amount by which the Actual Closing Inventory is less than $4,000,000; or (B) the Actual Closing Inventory has a dollar value that is greater than $4,250,000 and if there is no objection by Purchaser within 10 business days of delivery of the Officer’s Certificate then Purchaser shall pay to Seller an amount equal to the amount by which the Actual Closing Inventory is greater than $4,000,000; provided, however, that if Seller or Purchaser, as applicable, does object within such 10 business day period, then the parties shall resolve any dispute pursuant to Section 10.5.

Related to Actual Closing Inventory

Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Final Closing Statement has the meaning set forth in Section 2.5(d).
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Inventory Value means with respect to any Inventory of a Loan Party at the time of any determination thereof, the standard cost determined on a first in first out basis and carried on the general ledger or inventory system of such Loan Party stated on a basis consistent with its current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, without duplication, (i) any markup on Inventory from an Affiliate and (ii) in the event variances under the standard cost method are expensed, a Reserve reasonably determined by the Agent as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Obsolete Inventory means items that have expired, are redundant or
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Inventory Formula Amount means, with respect to any item of Eligible Inventory and at any time of determination, the lesser of (a) 65% of the lower of cost and market of such Inventory and (b) 85% of the Net Orderly Liquidation Value of such Inventory.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Closing Balance Sheet has the meaning set forth in Section 2.4(a).
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Closing Statement means the Closing Statement in the form on Annex A attached hereto.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Closing Cash Payment has the meaning set forth in Section 2.06(a).

Actual Closing Inventory definition

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