Examples of Closing Inventory Amount in a sentence
Prior to delivery of the statement setting forth the Estimated Closing Inventory Amount, Seller shall conduct a physical inventory of the inventory of the Business (and Buyer shall have the right to be present at, and to observe, such physical inventory), and such statement shall be based on such physical inventory.
Buyer shall have the right to be present to observe and verify the taking of any physical inventory in conjunction with the preparation of Seller’s calculation of the Closing Inventory Amount, and, at any time after Seller’s notice of its calculation of the Closing Inventory Amount but prior to the determination of the Final Inventory Amount in accordance with this Section 2.08, may review and examine the procedures, books, records and work papers of Seller relating to such calculation.
If Buyer fails to deliver such written notice within such 30-day period, Seller’s calculation of the Closing Inventory Amount shall be the Final Inventory Amount, which shall be binding upon the parties.
If the Target Closing Inventory Amount exceeds the Final Inventory Amount by more than $100,000, Seller shall pay to Buyer, as an adjustment to the Base Purchase Price, in the manner and with interest as provided in Section 2.09(b), the amount of such excess.
The Closing Inventory Amount and Final Inventory Amount shall be determined in accordance with GAAP applied consistently with the Seller’s internal management accounting and quality control policies and shall be calculated without giving effect to any changes or adjustments arising from the transactions contemplated by this Agreement or the Ancillary Agreements.