Closing Date Inventory Statement definition

Closing Date Inventory Statement shall have the meaning set forth in Section 2.1(e).

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Closing Date Inventory Statement means the statement that sets forth the Inventory, the portion thereof constituting Net Inventory, Principal Equipment and tools, as of the Closing Date, prepared, or caused to be prepared, by Seller in accordance with this Agreement.

Closing Date Inventory Statement means the statement that sets forth the value of the Inventory of the IoT Business as of the Closing Date, prepared, or caused to be prepared, by Seller in accordance with Section 2.11 hereof and, in the event of a Buyer’s Objection, as adjusted by either the agreement of Buyer and Seller, or by the Valuation Firm, acting pursuant to Section 2.11.

Examples of Closing Date Inventory Statement in a sentence

• If VIA delivers an Objection Notice within this 15-day period, the Parties shall discuss the area(s) of disagreement in the Closing Date Inventory Statement in good faith until they have agreed on the value of the Inventory on the Closing Date.

• If Seller does not deliver to Purchaser a written notice of disagreement within such ten Business Day period, then Sellers shall be deemed to have agreed to such Closing Date Inventory Statement.

• In making such calculation, the Independent Auditor shall only consider those items or amounts in the Closing Date Inventory Statement and Seller’s calculation of Closing Date Inventory as to which Seller has disagreed.

• The cost of such review and report shall be borne equally by Purchaser and Seller; provided, however, that if the Independent Auditor’s report is substantially in agreement with either party’s calculations included in the Closing Date Inventory Statement, the cost of such review and report shall be borne solely by the other party.

• Buyer and Seller shall make readily available to the Valuation Firm all relevant books and records relating to the Closing Date Inventory Statement, Buyer’s Objection and Seller’s Objection and all other items reasonably requested by the Valuation Firm in connection therewith.

• If Seller shall have any objections to the Closing Date Inventory Statement, including whether Purchaser has applied the Accounting Protocol in the preparation of the Closing Date Inventory Statement, Seller shall notify Purchaser in writing no later than thirty (30) days after receipt of the Closing Date Inventory Statement, setting forth with reasonable specificity its objections (the “Objections”).

• Following the delivery of the Closing Date Inventory Statement and solely for purposes of Seller’s review of the Closing Date Inventory Statement and preparation of any Notice of Objection, Buyer shall permit Seller and its Representatives to review the work papers of Buyer relating to the Closing Date Inventory Statement.

• If Sellers do not deliver to Purchaser a written notice of disagreement within such ten (10) Business Day period, then Sellers shall be deemed to have agreed to such the Closing Date Inventory Statement.

• Upon completion of the Closing Date Inventory Statement, Seller shall derive the Closing Date Inventory Value from the Closing Date Inventory Statement, and deliver such calculation and the Closing Date Inventory Statement to Buyer, which shall be accompanied by a certificate of Seller’s business controller (or other person serving in a similar capacity).

• With respect to each disputed line item, such decision, if not in accordance with the position of either Seller or Buyer, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Buyer in the Closing Date Inventory Statement or Seller in the Notice of Objection with respect to such disputed line item.

More Definitions of Closing Date Inventory Statement

Closing Date Inventory Statement means the statement that sets forth the Inventory actually received by Buyers from Sellers within thirty (30) days after the Closing on a product by product basis, which statement shall include the mutually agreed per-item value of each item of Inventory and the Closing Date Inventory Value and shall be prepared, or caused to be prepared, by Swiss Buyer in accordance with Section 2.6 hereof.

Closing Date Inventory Statement has the meaning set forth in SECTION 2.8(A).

Closing Date Inventory Statement shall have the meaning specified in Section 2.2. “CMO” shall mean contract manufacturing organization. “Code” shall mean the United States Internal Revenue Code of 1986, as amended. “Commercialization” or “Commercialized” means any and all activities directed to the commercialization of a product, including the preparation for sale of, offering for sale of, or sale of a product, including activities related to marketing, promoting, educating about, distributing, selling, importing and exporting such product, and interacting with Governmental Authorities regarding any of the foregoing. When used as a verb, “to Commercialize” and “Commercializing” mean to engage in Commercialization, and “Commercialized” has a corresponding meaning. “Competing Transaction” shall have the meaning specified in Section 6.2. “Complete Data Package” shall mean (a) all Regulatory Materials and other information and documentation regarding the conduct and results of each of the Development activities relating to the Products, (b) all data, results, reports and any other information relating to, or generated from Development activities or research relating to the Products, regardless of the form in which they are created or presented, and (c) all other material data in the Selling Parties’ control generated by the Development, Manufacturing and Commercialization activities with respect to the Products, in each case, as presented in a form and substance reasonably satisfactory to Purchaser. “Confidential Information” shall mean all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, whether in writing, orally, electronically or otherwise, including, but not limited to, the following: (a) internal business information (including historical and projected financial information and budgets and information relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate, and pricing structures, and accounting and business methods); (b) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, recipes, research, records, reports, manuals, documentation, models, data, and data bases relating thereto; (c) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable); and (d)

Closing Date Inventory Statement has the meaning assigned in Section 2.3(b).