Inventory Value definition
Examples of Inventory Value in a sentence
The Accountant selected in accordance with the foregoing sentence, who shall be mutually agreeable to BSC and Elutia, shall be responsible for the determination of the Inventory Value of the applicable remaining Disputed Inventory Items and shall be referred to herein as the “Appraiser.” The Appraiser shall determine the Inventory Value of each of the remaining Disputed Inventory Items within the limitations set forth above within ninety (90) days after the date of such Appraiser’s engagement.
Within five (5) Business Days following the Closing, the Buyers shall cause to be conducted a physical count of the Acquired Inventory to determine Inventory Value (the “Inventory Count”).
The final determination of the Closing Inventory Value pursuant to Section 3.2(b)(ii) shall, in the absence of Fraud or intentional misconduct, be conclusive for all purposes of this Agreement, and the Buyers and the Sellers and the Appraiser, if applicable, shall each be free from any and all Liability resultant from such determination (other than the obligation of the Buyers and the Sellers to pay the applicable Post-Closing Adjustment Amount if required to be paid).
In the event that BSC and Elutia mutually determine in writing the Inventory Value of the Disputed Inventory Items and resulting Closing Inventory Value, then such adjusted Closing Inventory Value shall irrevocably be deemed to be final for all purposes of this Agreement, absent Fraud or intentional misconduct.
Within ninety (90) days after the Closing Date, BSC shall prepare and deliver to Elutia a statement (the “Closing Inventory Statement”) setting forth (A) its calculation of the actual Inventory Value as of the Effective Time (the “Closing Inventory Value”) together with a list of Acquired Inventory as of the Effective Time, which shall be based, in part, on the Inventory Count, and (B) its calculation of the Post-Closing Adjustment Amount based thereon.