Inventory Principles definition
Examples of Inventory Principles in a sentence
Any Notice of Objection shall include only objections based on (A) mathematical errors in the computation of Closing Inventory or (B) Closing Inventory not having been calculated in accordance with the Inventory Principles.
Seller and Purchaser acknowledge that (x) the sole purpose of the determination of Closing Inventory is to adjust the Closing Date Payment so as to reflect, based solely on the operation of the Business, the amount, if any, by which the book value of the Closing Inventory as of the close of business on the Closing Date deviates from the Target Inventory and (y) such amount, if any, can be determined only if the calculation is done using the same Inventory Principles.
The scope of the disputes to be resolved by the Independent Accountants shall be limited to whether such calculation was done in accordance with the Inventory Principles, and whether there were mathematical errors in the Inventory Statement, and the Independent Accountants are not to make any other determination.
Within 60 days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Final Closing Inventory Statement”), setting forth Purchaser’s determination of book value of the Transferred Inventory as of 12:00:01 a.m. eastern time on the Closing Date (“Closing Inventory”) calculated in accordance with the Inventory Principles.
Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any such disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on Closing Inventory not being calculated in accordance with the Inventory Principles (as defined below).
On the China Closing Date, except to the extent excluded from the China Closing Inventory pursuant to the Inventory Principles, the Transferred Inventory corresponding to the China Closing Date will be usable and saleable in the ordinary course of business.
Following the Closing, Purchaser shall maintain the accounting books and records on which the Final Closing Inventory Statement is to be based consistent with the Inventory Principles.
It is understood and agreed by the parties that (i) the adjustment contemplated by this Section 3.2 is intended to determine the change in Inventory from September 2, 2000 to the Closing Date resulting only from the operation of the Business and (ii) such change can only be measured if the calculation is done in accordance with the Inventory Principles for both dates.
Any Notice of Objection shall include only objections based on (A) mathematical errors in the computation of Global Closing Inventory or China Closing Inventory, as applicable, or (B) Global Closing Inventory or China Closing Inventory, as applicable, not having been calculated in accordance with the Inventory Principles.
On the Global Closing Date, except to the extent excluded from the Global Closing Inventory pursuant to the Inventory Principles, the Transferred Inventory corresponding to the Global Closing Date will be usable and saleable in the ordinary course of business.