Pre-Closing Inventory Reserve means the aggregate amount of reserves applicable to the Pre-Closing Inventory, calculated in accordance with GAAP, consistently applied, as reflected in Seller’s historical audited financial statements.
Inventory Reserve means reserves established by the Administrative Agent to reflect factors that may negatively impact the Value of Inventory, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.
Inventory Reserves means such reserves as may be established from time to time by the Agent in its Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory, which reflect such other factors as affect the market value of the Eligible Inventory or which reflect claims and liabilities that the Agent determines will need to be satisfied in connection with the realization upon the Inventory. Without limiting the generality of the foregoing, Inventory Reserves may, in the Agent’s Permitted Discretion, include (but are not limited to) reserves based on:
Inventory Value means with respect to any Inventory of a Loan Party at the time of any determination thereof, the standard cost determined on a first in first out basis and carried on the general ledger or inventory system of such Loan Party stated on a basis consistent with its current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, without duplication, (i) any markup on Inventory from an Affiliate and (ii) in the event variances under the standard cost method are expensed, a Reserve reasonably determined by the Agent as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Inventory Formula Amount means, with respect to any item of Eligible Inventory and at any time of determination, the lesser of (a) 65% of the lower of cost and market of such Inventory and (b) 85% of the Net Orderly Liquidation Value of such Inventory.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Transferred Inventory shall have the meaning set forth in Section 1.1(c).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Obsolete Inventory means items that have expired, are redundant or
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.
Working Capital Escrow Amount means $2,000,000.
County-adjusted property tax base per square mile means the county-adjusted property tax base divided by the number of square miles of land area in the county.
Closing Date Cash has the meaning specified in Section 3.4(a).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Inventory Appraisal means (a) on the Closing Date, the appraisal prepared by Great American Group dated June 2007 and (b) thereafter, the most recent inventory appraisal conducted by an independent appraisal firm pursuant to Section 9.2(b).