Inventory Surplus definition

Inventory Surplus means the amount by which the Inventory Value calculated in accordance with Section 3.3 exceeds the Target Inventory Value; provided, however, that if the Inventory Value does not exceed the Target Inventory Value by ten percent (10%) or more, there shall be deemed to be no Inventory Surplus for purposes of the Purchase Price adjustment.
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Inventory Surplus means the amount, if any, by which the Closing Inventory exceeds the Inventory Threshold.
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Inventory Surplus has the meaning set forth in Section 2.4(f).
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Examples of Inventory Surplus in a sentence

  • Asset Inventory Surplus Refers to the newly-added assets that are found by the buyer and the sellers by way of on-site stocktaking and have not been stated on the sellers’ accounts.

  • Solely for the purposes of the determination of the amount of Cash Consideration payable at Closing, the parties shall calculate the Cash Consideration amount at Closing by giving effect to the Pre-Closing Inventory Surplus Amount or Pre-Closing Inventory Deficit Amount, as applicable, as calculated pursuant to Section 2.6, as opposed to the Closing Inventory Surplus Amount or Closing Inventory Deficit Amount.

  • 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.

  • The cash portion of the Purchase Price shall also be increased by the amount of any Aggregate Inventory Surplus (as defined and determined below) or decreased by the amount of any Aggregate Inventory Deficiency (as defined and determined below).

  • The aggregate consideration (hereinafter referred to as "Purchase Price") to be paid by the Purchasers to the Sellers for the sale and transfer of the Business shall be an amount of (euro) 17,000,000 (Seventeen Million Euro), adjusted by any Inventory Deficiency or any Inventory Surplus, as the case may be, payable as hereinafter provided.

  • Notwithstanding anything to the contrary contained in this Agreement, Seller shall be entitled to retain, sell, transfer, convey, or otherwise dispose of any Inventory Surplus in its sole discretion.

  • 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”.

  • As for Assets as Inventory Surplus, take photos, record door lock type and completeness, take down KWH meter readouts, and handover access cards and keys.

  • The Closing cash payment to be made by the Buyer to the Seller for all of the Purchased Assets shall be that amount equal to (i) the Base Purchase Price, plus or minus (ii) the Inventory Surplus or Inventory Shortfall, as applicable and as provided in Section 2.6(a) and minus (iii) the PTO Credit as provided in Section 5.5 (the “Closing Payment”).

  • As for Assets as Inventory Surplus, take photos, record the position and area of the preserved region in the room, record whether there are entry and exit routes for antenna feeders, cables and external electric power, and whether it is convenient for persons and equipment to enter and exit.


More Definitions of Inventory Surplus

Inventory Surplus shall have the meaning as defined in Section 2.1.
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Inventory Surplus means, with respect to each Closing Inventory Amount, (i) if such Closing Inventory Amount exceeds the applicable Inventory Target by more than 2.5% of such Inventory Target, then the amount by which such Closing Inventory Amount exceeds such Inventory Target, or (ii) otherwise, $0; provided that if the aggregate amount, stated in United States Dollars (with any amount in Canadian Dollars or Mexican Pesos being converted for this purpose using the applicable closing spot exchange rate for the third business day prior to the Closing, as reported by Bloomberg, L.P.), of the Inventory Surpluses minus the aggregate amount of the Inventory Shortfalls is greater than $60 million, then each such Inventory Surplus shall be proportionately reduced until such aggregate amount equals $60 million.
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Inventory Surplus means with respect to each type of Inventory set forth on Schedule 4.07(b)(i), the excess, if any, of the Closing Inventory Amount over the Target Inventory Amount.
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Related to Inventory Surplus

  • Statutory Surplus means, with respect to any Insurance Subsidiary at any time, the statutory capital and surplus of such Insurance Subsidiary at such time, as determined in accordance with SAP ("Liabilities, Surplus and Other Funds" statement, page 3, line 25 of the Annual Statement for the 1995 Fiscal Year entitled "Surplus as Regards Policyholders").

  • Adjusted Operating Surplus means, with respect to any period, (a) Operating Surplus generated with respect to such period less (b) (i) the amount of any net increase in Working Capital Borrowings (or the Partnership’s proportionate share of any net increase in Working Capital Borrowings in the case of Subsidiaries that are not wholly owned) with respect to such period and (ii) the amount of any net decrease in cash reserves (or the Partnership’s proportionate share of any net decrease in cash reserves in the case of Subsidiaries that are not wholly owned) for Operating Expenditures with respect to such period not relating to an Operating Expenditure made with respect to such period, and plus (c) (i) the amount of any net decrease in Working Capital Borrowings (or the Partnership’s proportionate share of any net decrease in Working Capital Borrowings in the case of Subsidiaries that are not wholly owned) with respect to such period, (ii) the amount of any net decrease made in subsequent periods in cash reserves for Operating Expenditures initially established with respect to such period to the extent such decrease results in a reduction in Adjusted Operating Surplus in subsequent periods pursuant to clause (b)(ii) above and (iii) the amount of any net increase in cash reserves (or the Partnership’s proportionate share of any net increase in cash reserves in the case of Subsidiaries that are not wholly owned) for Operating Expenditures with respect to such period required by any debt instrument for the repayment of principal, interest or premium. Adjusted Operating Surplus does not include that portion of Operating Surplus included in clause (a)(i) of the definition of “Operating Surplus.”

  • Working Capital Surplus means the amount by which the Working Capital is greater than the Target Working Capital Amount.

  • Inventory Value means the cost of property purchased by the trustee and the market value of other property at the time it became subject to the trust, but the trustee may use any value finally determined for the purposes of an estate or other transfer tax;

  • Inventory Sublimit means the amount(s) set forth in Section 1(d) of Schedule A.