Adjusted Inventory Value definition

Adjusted Inventory Value means Seller's average vendor invoice cost, calculated on a "first in - first out" basis, as of the Closing Date for the Inventory; provided that, if the price of gold (based on the second price fixed on the London Exchange on the trading day immediately prior to the Closing Date (the "Closing Date Gold Price") is less than Three Hundred Fifty Dollars ($350) per ounce (the "Base Price"), the Adjusted Inventory Value for the Gold Inventory shall be reduced by the same percentage as the percentage difference between the Closing Date Gold Price and the Base Price. Seller and Buyers shall use their reasonable best efforts to agree on or before May 30, 1997 as to the final calculation of the Adjusted Inventory Value and any required adjustment to the Purchase Price, together with reasonable documentation supporting such calculation. Seller shall give Buyers reasonable access to relevant books and records to verify such calculation. If there is no dispute as to the calculation of the Adjusted Inventory Value and if such Adjusted Inventory Value is less than the Estimated Inventory Value, Seller and Buyers shall issue joint instructions to the Escrow Agent to release the difference between the Estimated Inventory Value and the Adjusted Inventory Value to Buyers. If the funds in the Escrow Account (other than the Lease Adjustment Portion), excluding interest earned thereon (the "Escrow Funds"), exceed such difference, the joint instructions to the Escrow Agent shall direct the Escrow Agent to release the balance of the Escrow Funds to Seller, and if the Escrow Funds are insufficient to cover such difference, Seller shall pay the amount of such deficiency to Buyers at the same time. If there is no dispute as to the calculation of Adjusted Inventory Value and if such Adjusted Inventory Value is greater than the Estimated Inventory Value, Seller and Buyers shall issue joint instructions to the Escrow Agent to release the Escrow Funds to Seller, and Buyers shall pay the difference between the Adjusted Inventory Value and the Estimated Inventory Value to Seller at the same time. Interest earned on the Escrow Funds (and on the Lease Adjustment Portion) in accordance with the Escrow Agreement shall be divided equally among Buyers and Seller as set forth in the Escrow Agreement.
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Adjusted Inventory Value shall have the meaning set forth in Section 2.2 hereof.
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Adjusted Inventory Value means the sum of the Valuation Amounts of each item of Inventory. The "Valuation Amount" of each item of Inventory (other than Obsolete Inventory) shall be 100% of the Base Value of such item of Inventory. The "Base Value" of any item of Inventory shall be Seller's average vendor invoice cost for such item of Inventory, calculated on a "first in - first out" basis (the "Seller Item Cost"); provided, however, that if, for any item of Inventory, the Seller Item Cost is more than One Hundred Ten Percent (110%) of Buyer's average vendor invoice cost calculated on a "first in - first out" basis (the "Buyer Item Cost"), the Chief Operating Officers of Buyer and Seller shall attempt to agree on a Base Value for such item and, if they cannot so agree prior to Closing, the Base Value shall be the mean of the Seller Item Cost and the Buyer Item Cost; provided, further, that no adjustments shall be made pursuant to the immediately preceding proviso unless the sum of such adjustments is at least Twenty Thousand Dollars ($20,000), in which event all such adjustments shall be made (e.g., if the sum of such adjustments is Twenty Thousand and One Dollars ($20,001), the total adjustments shall be Twenty Thousand and One Dollars ($20,001)). The Valuation Amount of each item of Obsolete Inventory shall equal 100% of the Base Value of such item of Obsolete Inventory until the aggregate Valuation Amounts of all items of Obsolete Inventory equals $300,000. The Valuation Amount of any additional Obsolete Inventory shall be 80% of its Base Value.
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Examples of Adjusted Inventory Value in a sentence

  • The Purchase Price shall be increased or decreased on a dollar-for-dollar basis for each dollar that the Adjusted Inventory Value (as hereinafter defined) as of the Closing Date exceeds or is less than the Estimated Inventory Value.

  • The Purchase Price shall be increased or decreased, on a dollar-for-dollar basis, in accordance with Section 2.4 hereof, for each dollar that the Adjusted Inventory Value as of the close of business on the Closing Date exceeds or is less than the $3,000,000.

  • If Buyers have no objection to Sellers' calculation of the Adjusted Inventory Value and if such Adjusted Inventory Value is less than the Estimated Inventory Value, Sellers and Buyers shall issue joint instructions to the Escrow Agent to release the difference between the Estimated Inventory Value and the Adjusted Inventory Value to Buyers.

  • If the Buyers have no objection to the calculation of Adjusted Inventory Value and if the Adjusted Inventory Value is greater than the Estimated Inventory Value, Sellers and Buyers shall issue joint instructions to the Escrow Agent to release the Escrow Funds to Sellers, and Buyers shall pay the difference between the Adjusted Inventory Value and the Estimated Inventory Value to Sellers at the same time.

  • Until the final Adjusted Inventory Value shall have been determined and agreed to by Buyers and Seller, Seller will afford Buyers and its authorized representatives access to the Inventory and the books and records relating to the Assets (as such books and records existed as of the Closing Date), for the purpose of confirming the physical inventory and calculating the Adjusted Inventory Value as set forth in Section 5.

  • In the event Buyers dispute the calculation of the Adjusted Inventory Value set forth in Sellers' calculation, Buyers shall notify Sellers in writing of such dispute and the basis therefor within thirty (30) days of Buyer's receipt of Sellers' calculation and the parties shall attempt to resolve such dispute.

  • The value of the Inventory as so determined shall constitute the "Adjusted Inventory Value." For the purpose of this Agreement, Inventory shall be considered "damaged" only if the Inventory is actually physically damaged and Inventory shall be considered "outdated" or "unmerchantable" only if the Inventory is older than twelve (12) months old.

  • Seller and Buyers shall use their reasonable best efforts to agree on or before May 30, 1997 as to the final calculation of the Adjusted Inventory Value and any required adjustment to the Purchase Price, together with reasonable documentation supporting such calculation.

  • If the arbitrator determines that the Adjusted Inventory Value is different than the Estimated Inventory Value, Sellers and Buyers shall issue joint instructions to the Escrow Agent as set forth in the preceding paragraph of this Section 5.

  • If there is no dispute as to the calculation of Adjusted Inventory Value and if such Adjusted Inventory Value is greater than the Estimated Inventory Value, Seller and Buyers shall issue joint instructions to the Escrow Agent to release the Escrow Funds to Seller, and Buyers shall pay the difference between the Adjusted Inventory Value and the Estimated Inventory Value to Seller at the same time.

Related to Adjusted Inventory Value

  • Inventory Value means the cost of property purchased by the trustee and the market value of other property at the time it became subject to the trust, but the trustee may use any value finally determined for the purposes of an estate or other transfer tax;

  • Adjusted Net Book Value means, as of any date of determination, with respect to each Adjusted Program Vehicle as of such date, the product of 0.965 and the Net Book Value of such Adjusted Program Vehicle as of such date.

  • Adjusted Book Value means, as of a particular date, the Book Value on such date, subject to the following adjustments, each of which shall have been derived from the Company’s IFRS financial statements for the period ended on such date (or, if not derivable from such financial statements, shall be determined in good faith by the Company), but reduced by the amount of the federal income tax applicable thereto:

  • Inventory Formula Amount means (i) the lesser of (x) 75% of the Value of Eligible Inventory and (y) 85% of the NOLV Percentage of the Value of Eligible Inventory plus (ii) the lesser of (x) the lesser of (1) 75% of the Value of Eligible In-Transit Inventory and (2) 85% of the NOLV Percentage of the Value of the Eligible In-Transit Inventory and (y) $10,000,000.

  • Eligible Inventory means and include Inventory, excluding work in process, with respect to each Borrower, valued at the lower of cost or market value, determined on a first-in, first-out basis, which is not obsolete, slow moving or unmerchantable as determined by Agent in its Permitted Discretion and which Inventory, based on such considerations as Agent may from time to time deem appropriate in its Permitted Discretion including whether the Inventory is subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance). Notwithstanding anything herein to the contrary, no Inventory shall be Eligible Inventory to the extent such Inventory was acquired by a Borrower pursuant to an entity creation under Section 7.12 or a Permitted Acquisition, unless Agent has (i) completed field examinations with respect to such Inventory, the results of which are satisfactory in form and substance to Agent in its Permitted Discretion or (ii) waived such restriction in its Permitted Discretion. In addition, Inventory shall not be Eligible Inventory if it: (a) does not conform in all material respects to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is in transit (other than between one or more locations where Borrowers are permitted hereunder to maintain or store Inventory and such location is the subject of a Lien Waiver Agreement or a Processor’s Agreement, as applicable, unless such location is owned by Borrower); (c) is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement; (d) constitutes Consigned Inventory (other than Consigned Inventory that is subject to a warehouseman’s waiver in form and substance satisfactory to Agent); (e) is the subject of an Intellectual Property Claim; (f) is subject to a License Agreement that limits, conditions or restricts the applicable Borrower’s or Agent’s right to sell or otherwise dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in its Permitted Discretion after establishing reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion); (g) at any time following seventy-five (75) days after the Closing Date (or such later date agreed to by Agent), is situated at a location not owned by a Borrower unless the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement or a Processor’s Agreement, as applicable (or Agent shall have established reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion in an amount not to exceed the equivalent of three (3) months’ rental obligation with respect to such location); or (h) if the sale of such Inventory would result in the creation of a Receivable which, on the date of such sale, would fail to constitute an Eligible Receivable due to the operation of any of clauses (b), (c) or (e) – (p) of such definition.