Inventory Deficit definition
Examples of Inventory Deficit in a sentence
The Seller shall inform the Buyer two business days prior to Closing whether it expects there to be an Inventory Deficit and, if so, the anticipated amount of such Inventory Deficit as of the date of the Closing.
The Seller Representative shall provide written notice to each Seller of the portion of the Remaining Specified Inventory Deficit for which such Seller is responsible promptly after the date hereof and the instructions for payment or surrender of Purchaser Common Shares as provided by Purchaser.
The aggregate consideration (collectively, the “Purchase Price”) to be paid by the Purchasers for the Purchased Assets shall be $26,474,936 plus or minus the Closing Inventory Surplus Amount or Closing Inventory Deficit Amount, as applicable (the “Cash Consideration”), which shall be paid by the Purchasers in cash in accordance with Section 2.5 (and subject to post-Closing adjustment as provided in Section 2.7), below, plus the assumption of the Assumed Liabilities.
Two business days prior to the date of the ----------------- Closing, the Seller shall inform the Buyer, in accordance with Section 1.2 ----------- above, as to whether the Seller expects that there will be a reduction in the Purchase Price due to an Inventory Deficit.
The Consideration adjustment payment shall equal the fair market value of the Other Inventory or the Inventory Deficit, as the case may be, as of the Effective Time.
For purposes herein, the amount (if any) by which the Pre-Closing Inventory Value exceeds $500,000 shall be referred to as the “Pre-Closing Inventory Surplus Amount” and the amount (if any) by which the Pre-Closing Inventory Value is less than $500,000 shall be referred to as the “Pre-Closing Inventory Deficit Amount”.
Should such schedule disclose that the total inventory of crude oil, condensate, including drip, and natural gas liquids is less than the Minimum Operating Inventory ("Inventory Deficit"), the value of the Consideration shall be adjusted downwardly by cash payment by DETTCO to Partnership for the fair market value of such deficit.
A Consideration adjustment payment made pursuant to this paragraph (a) shall be treated: (i) if made by Partnership to DETTCO, as a purchase by Partnership of the Other Inventory; and (ii) if made by DETTCO to Partnership, as a contribution to the capital of Partnership by DETTCO in the amount of the Inventory Deficit.
In the event that there is an anticipated Inventory Deficit, the Purchase Price paid at Closing will be reduced by the amount of the anticipated Inventory Deficit, with a reconciliation based on the finally calculated actual Inventory Deficit to occur as soon as practicable.
During the 10-Business Day period following the delivery of any such notice of disagreement, Seller and Purchaser shall use reasonable endeavours to agree upon the amount of the Inventory Deficit, including, if necessary, retaining the services of an independent accounting firm (acting as expert and not arbitrator) to finally determine the amount of such Inventory Deficit.