Closing Ag Inventory Amount definition

Closing Ag Inventory Amount means the value of the Ag Inventory as of immediately prior to the Closing, calculated according to the Ag Accounting Principles. “Closing H&N Working Capital Amount” means the H&N Working Capital as of immediately prior to the Closing. “Code” means the U.S. Internal Revenue Code of 1986, as amended. “Compound Library” means the discovery library comprised of physical samples of compounds that is stored in the Xxxxx Haystack compound storage unit, including all Intellectual Property related thereto, but excluding (a) all Excluded Ag Assets, and any samples, manufacturing standards, impurity standards, regulatory samples and other materials related to such Excluded Ag Assets and (b) for clarity, all Intellectual Property with respect to any compounds for which the physical samples are contained in the Compound Library solely to the extent related to current or previously marketed products of Descartes or any of its Subsidiaries (other than Transferred Ag Active Ingredients and Transferred Ag Formulated Products) or the Retained Descartes Pipeline. “Concerto” means Bayer CropScience AG. “Concerto Assignment and Assumption Agreement” means the Partial Assignment and Assumption Agreement in the form attached hereto as Exhibit A-4 to be entered into by Descartes and/or its Subsidiaries, as applicable, and Fermat and/or its Subsidiaries, as applicable, at the Closing. “Concerto Data” means, collectively, Concerto Formulated Product Data and the Concerto Technical Data.
Sample 1
Closing Ag Inventory Amount means the value of the Ag Inventory as of immediately prior to the Closing, calculated according to the Ag Accounting Principles.
Sample 1

Related to Closing Ag Inventory 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.

  • 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.

  • Transferred Inventory shall have the meaning set forth in Section 1.1(c).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • 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.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Excluded Inventory shall have the meaning set forth in Section 2.1(c).

  • Closing Amount has the meaning set forth in Section 2.2(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • In-Transit Inventory means Inventory of a Borrower which is in the possession of a common carrier and is in transit from a Foreign Vendor of a Borrower from a location outside of the continental United States to a location of a Borrower that is within the continental United States.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Obsolete Inventory means items that have expired, are redundant or

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).

  • Net Orderly Liquidation Value means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Eligible Inventory means and include Inventory of a Borrower, excluding work in process, valued at the lower of cost or market value, determined on a first-in-first-out basis, which is not, in Administrative Agent’s Permitted Discretion, obsolete, slow moving or unmerchantable and which Administrative Agent, in its Permitted Discretion, shall not deem ineligible Inventory, based on such considerations as Administrative Agent may from time to time deem appropriate including whether the Inventory is subject to a perfected, first priority security interest in favor of Administrative Agent and no other Lien (other than a Permitted Encumbrance). In addition, Inventory shall not be Eligible Inventory if it: (a) does not conform to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is Foreign In-Transit Inventory or in-transit within the United States; (c) is located outside the continental United States; (d) constitutes Consigned Inventory; (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 Administrative Agent’s right to sell or otherwise dispose of such Inventory, unless Administrative Agent is a party to a Licensor/Administrative Agent Agreement with the Licensor under such License Agreement (or Administrative Agent shall agree otherwise in its Permitted Discretion after establishing reserves against the Formula Amount with respect thereto as Administrative Agent shall deem appropriate in its sole discretion); (g) is situated at a location not owned by a Borrower unless the owner or occupier of such location has executed in favor of Administrative Agent a Lien Waiver Agreement (or Administrative Agent shall agree otherwise in its Permitted Discretion after establishing reserves against the Formula Amount with respect thereto as Administrative Agent shall deem appropriate in its Permitted Discretion); or (h) or if the sale of such Inventory would result in an ineligible Receivable.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Inventory Advance Rate shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof.

  • Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).