Closing Inventory Adjustment Amount definition

Closing Inventory Adjustment Amount means the difference, if any, between the Closing Inventory Amount minus the Target Closing Inventory Amount (which may be a positive or negative Dollar amount). For the avoidance of doubt, if the Closing Inventory Adjustment Amount is a positive number, such amount will be added to the Base Purchase Price for purposes of calculating the Estimated Closing Date Payment Amount and the Closing Date Payment Amount and, if the Inventory Adjustment Amount is a negative number, such amount will be deducted from the Base Purchase Price for purposes of calculating the Estimated Closing Date Payment Amount and the Closing Date Payment Amount.
Sample 1
Closing Inventory Adjustment Amount has the meaning set forth in Section ‎3.3(c)(i)
Sample 1
Closing Inventory Adjustment Amount shall be an amount equal to the Closing Inventory Valuation minus the Estimated Inventory Valuation. If the Closing Inventory Adjustment Amount is a positive number, Buyer shall pay to Seller an amount equal to the Closing Inventory Adjustment Amount. If the Closing Inventory Adjustment Amount is a negative number, Seller shall pay to Buyer an amount equal to the Closing Inventory Adjustment Amount.
Sample 1

Examples of Closing Inventory Adjustment Amount 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 Amount

Closing Inventory Adjustment Amount has the meaning assigned to that term in Section 3.3(b).
Sample 1
Closing Inventory Adjustment Amount means (in the event the book value of Inventory at Closing is less than the Closing Inventory Forecast) 80% of the difference between (i) the book value of Inventory at Closing and (ii) the Closing Inventory Forecast.
Sample 1

Related to Closing Inventory Adjustment Amount

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

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

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

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

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

  • 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.

  • 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.

  • 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.

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

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

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

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

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

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

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.

  • 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.

  • 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.

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

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

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

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

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

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