Base Closing Inventory Value means the sum of the Finished Goods Amount, the In-Process Amount and the Raw Materials Amount.
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 Cash has the meaning set forth in Section 2.4(a).
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Final Closing Statement has the meaning set forth in Section 2.5(d).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Closing Statement means the Closing Statement in the form on Annex A attached hereto.
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Inventory Appraisal means (a) on the Closing Date, the appraisal prepared by Great American Group dated June 2007 and (b) thereafter, the most recent inventory appraisal conducted by an independent appraisal firm pursuant to Section 9.2(b).
Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).
Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Approved Valuation Firm means, with respect to any Collateral Obligation, each of (a) Xxxxxx Xxxxxx, (b) Xxxxxxxx Xxxxx, (c) Lincoln International LLC, (d) Duff & Xxxxxx and (e) any other nationally recognized valuation firm approved by the Borrower and the Facility Agent.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
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.