Final Inventory Statement definition

Final Inventory Statement means the statement that sets ------------------------- forth the Inventory Value as of the Closing Time, prepared by the Seller in accordance with Section 2.8(b) and, in the event that the Buyer delivers a Notice of Disagreement in accordance with Section 2.8(b)(ii), as adjusted by agreement of the Buyer and the Seller, or by the Independent Accounting Firm, acting pursuant to Section 2.8(c).

Final Inventory Statement has the meaning set forth in Section 2.8(b).

Final Inventory Statement shall have the meaning set forth in Section 3.4.

Examples of Final Inventory Statement in a sentence

• For all such purposes the allocation of the Purchase Price shall be set forth on a statement which shall be prepared by Purchaser and delivered to Seller promptly following Seller's delivery of the Final Inventory Statement.

• Except for Non-Salable Inventory (as defined in Schedule D), all Inventory which is reflected on the inventory statement related to the Business prepared by Seller as of August 2, 1997 and attached hereto as part of Schedule 2.08 (the "August Inventory Statement") consisted of, and all Inventory which will be reflected on the Final Inventory Statement will consist of, items of a quantity and quality normally salable in the ordinary course of operation of the Business.

• If the amount of the Final Inventory Purchase Price as set forth on the Final Inventory Statement is greater than the amount of the Estimated Inventory Purchase Price set forth on the Initial Inventory Statement, the Buyer shall promptly pay the difference to the Seller in immediately available funds, with interest from the Closing Date at a floating rate per annum equal to the reference rate of interest announced from time to time by Bank of America, N.A., of San Francisco.

• If any Inventory remains after the Sell-off Period and after delivery of the Final Inventory Statement to Universal, Licensee shall, as directed by Universal, either: (i) donate such Inventory to K.I.D.S., a non-profit charitable organization benefiting children that is supported by Universal (and Licensee shall be permitted to obtain any tax benefit attributable to or allowed in connection with such donation); or (ii) destroy such Inventory, unless otherwise directed by Universal.

• Conversely, if the amount of the Final Inventory Purchase Price as set forth on the Final Inventory Statement is less than the Estimated Inventory Purchase Price as set forth on the Initial Inventory Statement, the Seller shall promptly pay the difference to the Buyer in immediately available funds with interest from the Closing Date at a floating rate per annum equal to the reference rate of interest announced from time to time by Bank of America, N.A., of San Francisco, California.

• During that 30-day period, the Buyer and its accountants may review all the Seller's records, working papers, and calculations relating to the Final Inventory Statement and calculation of the Final Inventory Purchase Price and have such access to the Seller's personnel as may be reasonably necessary to review in detail the manner in which the Final Inventory Statement was prepared.

• In that event, the Buyer shall have fifteen (15) business days within which to approve or object in writing to the revised Final Inventory Statement.

• Seller shall reasonably cooperate with Buyer in its evaluation of the Final Inventory Statement, including by providing access to, and participation in, the physical count of, the Existing Inventory.

• Buyer and Seller will jointly prepare the Final Inventory Statement in the manner set forth in Section 6 above.

• Following the Closing, Seller shall prepare and deliver to Purchaser a statement which sets forth an accurate and complete list of the Inventory and the expiration dates of Existing Products and New Products that have been labeled and packaged for sale as of the Closing Date (the "Final Inventory Statement").

More Definitions of Final Inventory Statement

Final Inventory Statement means (A) the Closing Inventory Statement if no Dispute Notice is given by Seller within the time period set forth in Section 1.6(d) or (B) if a Dispute Notice is timely ------ --- given and all of the disputed items are resolved by mutual agreement of the parties, the Closing Inventory Statement, as amended if necessary, to reflect such resolution of all disputes or (C) if a Dispute Notice is timely given and any or all of the disputed items are submitted to the Designated Accounting Arbitrator for resolution, the Closing Inventory Statement, as amended if necessary, to reflect the resolution of any disputes by mutual agreement of the parties and the resolution of all other disputes by the Designated Accounting Arbitrator.

Final Inventory Statement has the meaning set forth in Section 3.3(b).