Final Closing Date Inventory definition

Final Closing Date Inventory means Closing Date Inventory (i) as shown in Purchaser’s calculation delivered pursuant to Section 3.04(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.04(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Purchaser and Seller pursuant to Section 3.04(c) or (B) in the absence of such agreement, as shown in the Independent Auditor’s calculation delivered pursuant to Section 3.04(c)
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Final Closing Date Inventory means Closing Date Inventory (i) as set forth in the Inventory Certificate, if no notice of disagreement with respect thereto is duly delivered by Buyer pursuant to Section 2.8(b); or (ii) if such notice of disagreement is delivered, (a) as agreed by Buyer and Sellers pursuant to Section 2.8(c) or (b) in the absence of such agreement, as shown in the Designated Accountants’ calculation delivered pursuant to Section 2.8(c); provided, however, that in no event shall Final Closing Date Inventory be greater than Sellers’ calculation of Closing Date Inventory delivered pursuant to Section 2.8(a) or less than Buyer’s calculation of the Closing Date Inventory delivered pursuant to Section 2.8(b).
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Final Closing Date Inventory means Closing Date Inventory (i) as shown in Purchaser's calculation delivered pursuant to Section 3.7(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.7(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Purchaser and Sellers pursuant to Section 3.7(c) or (B) in the absence of such agreement, as shown in the Accountant's calculation delivered pursuant to Section 3.7(c). If the Final Closing Date Inventory does not include each item of Inventory and in the minimum quantities listed in Schedule 1.1(b), then Parent shall be obligated to pay to Purchaser an amount in cash equal to the Purchaser Closing Date Inventory Adjustment Amount (the "Purchaser Inventory Payment") within three (3) Business Days after the Final Closing Date Inventory is determined; provided, however, that if the Final Closing Date Inventory reflects any item of Inventory in quantities exceeding the minimum quantities listed in Schedule 1.1(b), then the Purchaser Inventory Payment shall be offset by an amount equal to the Parent Closing Date Inventory Adjustment Amount (the "Parent Inventory Payment"); provided, further, however, that if the Parent Inventory Payment exceeds the Purchaser Inventory Payment, then Purchaser shall not be entitled to the Purchaser Inventory Payment and Purchaser shall pay to Parent, within three (3) Business Days after the Final Closing Date Inventory is determined, an amount in cash equal to the amount that the Parent Inventory Payment exceeds the Purchaser Inventory Payment. Any payment that any party is obligated to make to the other party pursuant to this Section 3.7 shall be paid by wire transfer of immediately available funds into an account designated by such other party; provided, however, that such other party may (but shall not be obligated to) elect, at any time, to withdraw the amount of any such payment from the Purchaser's Indemnity Escrow Fund or the Sellers' Indemnity Escrow Fund, as applicable.
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Examples of Final Closing Date Inventory in a sentence

  • Any payment of the Post-Closing Inventory Adjustment, without interest, shall (a) be due within fifteen (15) Business Days of determination of the Final Closing Date Inventory Statement and the Final Post-Closing Inventory Adjustment pursuant to Section 2.4.5; and (b) be paid by wire transfer of immediately available funds to such account as is directed by Xxxxx or Sellers, as the case may be.


More Definitions of Final Closing Date Inventory

Final Closing Date Inventory means Closing Date Inventory (i) as shown in Purchaser’s calculation delivered pursuant to Section 3.04(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.04(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Purchaser and Seller pursuant to Section 3.04(c) or (B) in the absence of such agreement, as shown in the Independent Auditor’s calculation delivered pursuant to Section 3.04(c). CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS ([***]) DENOTE SUCH OMISSIONS. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.
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Related to Final Closing Date Inventory

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

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

  • Final Closing means the last closing under the Private Placement;

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Second Closing Date means the date of the Second Closing.

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

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

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

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Estimated Closing Indebtedness 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).

  • 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.

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.