Pre-Closing Inventory means, regardless of where located, (i) all raw materials used in the manufacture of the Toner Products owned by the Seller and (ii) all partially completed and finished Toner Products owned by the Seller, in each case, as of August 31, 2010.
Any fees and expenses incurred by the Sellers in preparing the Pre-Closing Inventory Statement shall be paid by the Sellers.
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".
The Pre-Closing Inventory and all adjustments through the Closing Date shall be valued using the "First In, First Out" valuation method.
The Assets shall include, without limitation, all tangible and intangible assets, which includes all rights under service contracts, furniture, fixtures, equipment, leasehold interests, hardware, software and Sellers inventory, which shall have a value (determined on a cost basis, using the first-in, first-out methodology) of not less than that of the Pre-Closing Inventory (as hereafter defined).
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.