Closing Inventory Adjustment definition

Closing Inventory Adjustment has the meaning set forth in Section 2.1(f)(ii).
Sample 1
Closing Inventory Adjustment means the aggregate value, as set forth in Section 2.1(e)(iii) of BMT's inventory of spare parts that are suitable for use in the Ordinary Course of Business (including spare parts that may require sanding, sealing, refitting or other cleaning or preparation for use and any spare parts that may be obtained from the EX 3040 O&K excavator currently owned by BMT) with vehicles and other equipment used by BMT in its mining operations as of the Closing Date (including with vehicles and other equipment that as of the Closing Date are scheduled to be deployed by BMT following the Closing Date) ("Closing Inventory") reflected on the Closing Balance Sheet. "Jamaica Loan Balance" means the total outstanding unpaid principal amount of all funds lent or advanced by Glencore to BMT pursuant to that certain Intercompany Loan Agreement dated 6 February, 2006 (the "Jamaica Loan"), together with all accrued and unpaid interest thereon, as reflected in the Closing Balance Sheet (or as adjusted pursuant to Section 2.1(e)). "Working Capital Adjustment" means (1) the sum of cash and cash equivalents, accounts receivable and prepaid accounts (including all prepaid Tax accounts) that as of the Closing Date are "current assets" under IFRS, minus (2) accounts payable (including all accrued Taxes payable), in the case of clauses (1) and (2), all as reflected on the Closing Balance Sheet (or as adjusted pursuant to Section 2.1(e)) and in each case (other than for cash and cash equivalents) to be paid within twelve (12) months after the Closing Date. For avoidance of doubt, all unpaid costs and expenses incurred by BMT prior to the Closing in connection with this Agreement and the consummation of the transactions contemplated hereby will be included in accounts payable.
Sample 1
Closing Inventory Adjustment means (i) the Data Inventory Adjustment plus
Sample 1

Examples of Closing Inventory Adjustment in a sentence

  • As promptly as practicable after the Closing Date, and in any event not later than forty-five (45) days after the Effective Time, Buyer shall prepare and deliver to Seller (i) a statement (the "Closing Statement"), which shall set forth in reasonable detail (A) the Closing Inventory and (B) its calculations of the Closing Inventory Adjustment Amount as described in Section 3.3(b) and (ii) a copy of the schedule of Closing Inventory.

  • If Seller has delivered a timely notice of disagreement, then Buyer and Seller shall use their good faith efforts to reach written agreement on the disputed items to determine the Closing Inventory Adjustment Amount.

  • Buyer, at no cost to Seller, shall provide all information reasonably requested by Seller and shall give representatives of Seller reasonable access to the premises, employees and other facilities related to the Assets and to books and records related to the Assets as are reasonably necessary for purposes of reviewing, verifying and auditing the Closing Inventory Adjustment Amount.

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  • The amount of the payment to be made by Buyer or Seller, as applicable, pursuant to this Section 3.3(b) shall be referred to as the "Closing Inventory Adjustment Amount." The Closing Inventory Adjustment Amount shall be paid by Seller or Buyer, as applicable, within five (5) Business Days of the determination of the Final Closing Statement.

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  • Subject to the adjustments set forth in Section 2.06, the purchase price for the Quotas shall be Thirty Million Six Hundred Fifty Thousand Dollars ($30,650,000) (the “Base Purchase Price”), minus the Closing Indebtedness Amount, plus the Closing Cash Amount, plus or minus, as applicable, the Closing Inventory Adjustment Amount, plus or minus, as applicable, the Closing Payables Adjustment Amount, plus the Estimated CapEx Reimbursement Amount.

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  • If such a dispute notice is given, the Closing Inventory Adjustment Amount shall be deemed finally determined on the date that the Independent Auditor gives notice to Buyer and Seller of its determination with respect to all disputes regarding the calculation thereof, or, if earlier, the date on which Seller and Buyer agree in writing on the amount thereof, in which case the Closing Inventory Adjustment Amount shall be calculated in accordance with such determination or agreement, as the case may be.


More Definitions of Closing Inventory Adjustment

Closing Inventory Adjustment means (i) the Data Inventory Adjustment plus (ii) the Spares and Service Inventory Adjustment plus (iii) the Voice Inventory Adjustment.
Sample 1
Closing Inventory Adjustment means an amount (which may be a positive or negative number), equal to fifty percent (50%) of (i) the Retail Inventory Value minus (ii) the Target Retail Inventory Value; with such adjustment not to exceed the Inventory Adjustment Cap.
Sample 1
Closing Inventory Adjustment means an amount equal to (i) $1,041,321 minus (ii) the value of the Inventory set forth on the Closing Inventory Statement. The value of Inventory on the Closing Inventory Statement shall be determined in the same manner as the Inventory set forth on the June 30, 2013 and March 31, 2013 balance sheets of Seller’s Portamedic Business included within the Financial Statements. In no event shall the Closing Inventory Adjustment be a number less than $0. At least two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Closing OCA Statement”) setting forth Seller’s good faith estimate of the “Other current assets” as of the Closing Date (the “Closing OCA Amount”) and all components thereof determined in the same manner as “Other current assets” have been calculated on the June 30, 2013 and March 31, 2013 balance sheets of Seller’s Portamedic Business included within the Financial Statements. The Closing OCA Statement shall be accompanied by a certificate executed by an executive financial officer of Seller stating that the Closing OCA Statement has been prepared in accordance with this Agreement. The “Closing OCA Adjustment” shall mean an amount equal to (i) $564,184 minus (ii) the “Other current assets” set forth on the Closing OCA Statement. In no event shall the Closing OCA Adjustment be a number less than $0.
Sample 1
Closing Inventory Adjustment has the meaning given such term in Section 2.5(b).
Sample 1

Related to Closing Inventory Adjustment

  • 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.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

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

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

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

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

  • 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).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

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

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Purchase Price Adjustment Escrow Amount means $500,000.

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

  • Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Working Capital Adjustment has the meaning set forth in Section 2.15(b).

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.