Miscellaneous Inventory definition
Examples of Miscellaneous Inventory in a sentence
At Closing the total Parts and Miscellaneous Inventory that are in their original packaging, current and returnable and with sales in the 12 months prior to closing for an amount equal to the Manufacturer prices as reflected in the most recent pricing catalogs less all discounts and allowances.
The classification and valuation of the Manufacturer Parts Inventory and Miscellaneous Inventory shall be established, in accordance with the provisions hereof, by a physical inventory count conducted by an independent inventory service reasonably acceptable to the Parties (the “Parts Inventory”).
Purchaser may, at its option, elect to keep any Miscellaneous Inventory and Unreturned Non-Franchise Inventory which is not sold at the end of such six (6) month, in which case such Miscellaneous Inventory and Unreturned Non-Franchise Inventory will be excluded from the foregoing calculation.
In no event shall the Seller have any obligation to the Purchaser for Miscellaneous Inventory and/or Unreturned Non-Franchise Inventory in excess of the Escrow Amount.
At the end of such 6 month period, the Purchaser shall promptly return all unsold Miscellaneous Inventory and Unreturned Non-Franchise Inventory which Purchaser has not elected to keep, to the Seller at Purchaser’s expense, which will be included in the foregoing calculation.
The (i) value of any Obsolete Inventory shall reduce the Purchase Price to the extent such Obsolete Inventory previously resulted in a Purchase Price increase pursuant to Section 2.6(a); and (ii) the book value assigned in the Seller’s asset register for each other Transferred Asset or, in the case of Materials, the Seller’s purchase price for such Materials (excluding in each case any Miscellaneous Inventory) not delivered shall reduce the Purchase Price by such amount (the “Closing Date Adjustments”).
At Closing the total Parts and Miscellaneous Inventory as reflected on the most recent Financial Statement and that are in their original packaging, current and returnable and with sales in the 12 months prior to closing for an amount equal to the Manufacturer prices as reflected in current pricing catalogs less all discounts and allowances.
Olympus acknowledges that in the normal course of Carsen’s business Carsen may be obligated to transfer to customers certain of its current Miscellaneous Inventory or to accept from customers certain additional trade-in equipment; provided, however, that Carsen will seek to minimize such transactions so as to generally maintain the aggregate value of its Miscellaneous Inventory at its current level.
The Miscellaneous Inventory as of the date hereof is listed on Schedule 2.4.5. The purchase price for the Miscellaneous Inventory listed on Schedule 2.4.5 is US$285,000.
As a part of the Pre-Closing Inspection, Seller shall take a physical inventory and accounting review of (i) the estimates set forth in Section 2.8(a) and (ii) the Transferred Assets, excluding in each case any Miscellaneous Inventory (the “Closing Date Inventory and Inspection”).