Final Inventory Amount definition

Final Inventory Amount shall have the meaning assigned thereto in Section 1.8(d).

Final Inventory Amount means the Closing Inventory Amount (i) as shown in Seller’s calculation delivered pursuant to Section 1.8(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 1.8(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer and Seller pursuant to Section 1.8(c) or (B) in the absence of such agreement, as shown in the Independent Expert’s calculation delivered pursuant to Section 1.8(c); provided that in no event shall the Final Inventory Amount be more than Seller’s calculation of the Closing Inventory Amount delivered pursuant to Section 1.8(a) or less than Buyer’s calculation of the Closing Inventory Amount delivered pursuant to Section 1.8(b).

Final Inventory Amount means the book value of the Inventory net of reserves for obsolete, slow-moving or damaged inventory in each case determined as of the Closing Date in accordance with GAAP and the methodology described in Section 1.4.

Examples of Final Inventory Amount in a sentence

• In the event that Purchaser does not provide Sellers with the Closing Inventory Statement within such thirty (30) day period, then the Final Inventory Amount shall be deemed to be the Target Inventory Floor.

• If the Estimated Inventory Amount is greater than the Final Inventory Amount, Seller shall pay to Buyer the amount, if any, of such excess.

• The Purchaser and the Seller shall, not more than one (1) calendar week after the final determination of the Final Accounts Receivable Amount and the Final Inventory Amount, as agreed to by the parties or as set forth in the Accountants Report pursuant to Section 2.4(b) of the Asset Purchase Agreement, provide the Escrow Agent with a written notice (the "Distribution Notice") with respect to the disposition of the Escrow Fund.

• On the Closing Date, except to the extent excluded from the Final Inventory Amount or set forth on Schedule 3.12, the Inventory will consist of goods usable and saleable in the ordinary course and pursuant in all material respects to all Applicable Laws, including the Federal, Food, Drug and Cosmetic Act and, with respect to the packaging for the Products, all applicable federal and state labeling requirements.

• 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.

More Definitions of Final Inventory Amount

Final Inventory Amount has the meaning set forth in Section 1.10(d).

Final Inventory Amount. As defined in Section 1.4(a).

Final Inventory Amount shall have the meaning set forth in Section 2.2.

Final Inventory Amount has the meaning assigned by Section 2.11(d).

Final Inventory Amount shall initially be the Estimated Inventory Amount and shall be increased or decreased as follows: (i) if the Closing Inventory Amount is less than the Estimated Inventory Amount, then the Final Inventory Amount shall be decreased by such shortfall; and (ii) if the Closing Inventory Amount is greater than the Estimated Inventory Amount, then the Final Inventory Amount shall be increased by the amount of such excess. Upon determination of the Final Inventory Amount, the Inventory Note Amount shall be increased or decreased, as applicable, to equal the Final Inventory Amount less $1,100,000, with the adjusted Inventory Note Amount less all payments of principal and interest previously paid under the Inventory Note to be amortized over the remaining term of the Inventory Note and with interest to accrue from the original issue date of the Inventory Note; provided, however, that if the Final Inventory Amount is determined after the maturity date of the Inventory Note, (1) the amount of such increase shall be paid by the Purchaser to the Seller within five (5) Business Days of the determination of the Final Inventory Amount or (2) the amount of such decrease shall be paid by the Seller to the Purchaser within five (5) Business Days of the determination of the Final Inventory Amount and the Purchaser may as an alternative, in its sole and absolute discretion, recover such decrease from the Indemnity Escrow Fund (and, upon Purchaser’s request, Purchaser and the Seller shall, as promptly as practicable, deliver a joint written instruction to the Escrow Agent to release such amount from the Indemnity Escrow Fund to Purchaser).

Final Inventory Amount means the Closing Inventory Amount (i) as shown in Seller’s calculation delivered pursuant to Section 2.08(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.08(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer and Seller pursuant to Section 2.08(c) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 2.08(c); provided that in no event shall the Final Inventory Amount be more than Seller’s calculation of the Closing Inventory Amount delivered pursuant to Section 2.08(a) or less than Buyer’s calculation of the Closing Inventory Amount delivered pursuant to Section 2.08(b).

Final Inventory Amount is defined in Section 2.4(c).