Damaged Inventory definition

Damaged Inventory means inventory that is not fit for sale to a customer in its current state that is identified by Purchaser through physical inspection prior to Closing or during the physical count of WIP inventory as described in Section 3.2(e);

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Damaged Inventory means Inventory included in the Purchased Assets that was damaged at the Closing Date such that it is not saleable at regular market prices.

Damaged Inventory means (i) all finished goods whose shipping container is ripped, torn, defaced, mislabeled, crushed or soiled; and (ii) any container of work-in-process or finished goods whose contents are crushed or otherwise damaged so that the goods have no market value. Such damaged inventory shall be valued at 0% of cost and shall be excluded from the Purchased Assets.

Examples of Damaged Inventory in a sentence

• Within thirty (30) days after the Closing, Buyer shall deliver to Seller a report indicating (i) the Damaged Inventory, including the location thereof, and (ii) the value of the Damaged Inventory are reflected on the Year-End Balance Sheet (the “Damaged Inventory Value”), and within ten (10) days following delivery of such report, Seller shall either accept or object to Buyer’s calculation of the Damaged Inventory Value.

• WIP and raw materials Inventory identified by Purchaser in good faith as Obsolete Material or Damaged Inventory shall not be purchased and shall be excluded from the Final WIP and Raw Materials Inventory Purchase Price.

• If Parent determines to conduct such Inventory Count, the parties shall cooperate in good faith to identify and agree upon the amount of any Inventory that is Damaged Inventory as of the date of the Inventory Count.

• If there is a loss of or damage to any Units while we store them due to any breach of contractual obligation / non-performance of obligations by us causing such loss or damage, we will, pay you the applicable replacement value ((as described in the FBA Lost and Damaged Inventory Reimbursement Policy).

• Upon either (A) Seller’s acceptance of Buyer’s calculation of the Damaged Inventory Value or (B) the Neutral Auditor’s determination of the Damaged Inventory Value in accordance with the provisions set forth herein, Buyer shall be entitled to set-off an amount equal to the Damaged Inventory Value against the Earn-Out Consideration or against any payments due from Buyer under the Consideration Note, with Seller remaining responsible for any amounts in excess thereof.

• In such case, the agreed upon amount of Damaged Inventory as of the date of the Inventory Count shall be conclusively deemed to be excluded Inventory as of the Closing Date for purposes of determining the Purchase Price Adjustment and the Closing Working Capital and preparing the Closing Balance Sheet and Closing Working Capital Statement.

• Schedule 5.14 sets forth Seller's good faith estimate of the amount of Inventories that would constitute Damaged Inventory if, solely for the purposes of this Section 5.14, the Closing Date were deemed to be the date hereof.

• The failure by Inventory Purchaser to provide such notice to Seller within such forty-five (45) day period shall constitute Inventory Purchaser's acceptance of all the items reflected on the Inventories Statement as Inventory that is not Damaged Inventory.

• Any dispute with respect to the amount of Damaged Inventory as of the date of the Inventory Count shall be resolved pursuant to the procedures described in paragraphs (b) and (c) of this Section 2.8.

• In the event the parties are unable to resolve such differences within thirty (30) days from Seller’s initial objection, then the Neutral Auditor shall be appointed to determine the Damaged Inventory Value.

More Definitions of Damaged Inventory

Damaged Inventory means any Inventory that (i) has less than *** shelf life remaining as of the Closing Date (unless otherwise mutually agreed by the Parties), (ii) is adulterated within the meaning set forth in any applicable Law, (iii) is materially damaged or (iv) is not saleable in accordance with the past practice of the Business.

Damaged Inventory means any items of Inventory that, in the reasonable judgment of the Parties, is not usable or saleable at full wholesale or retail price because of: (i) physical deterioration or damage or (ii) a failure to meet the quality grade as classified by Seller.

Damaged Inventory means Inventory that has been damaged or lost prior to receipt by JKP Sub of such Inventory; provided, however, that Damaged Inventory shall not include Inventory that has been lost, destroyed or otherwise rendered unusable solely as a result of the actions of a third party freight company or other carrier.

Damaged Inventory means Inventory that is damaged to the extent that it is unusable for the purposes intended.

Damaged Inventory means inventory that is not fit for sale to a customer in its current state.