Preclosing Inventory Report definition

Preclosing Inventory Report means that certain report, mutually acceptable to the Parties, of the physical count of the Purchased Inventory jointly conducted by Sellers and Purchaser on the Audit Date, setting forth: (i) a list of the Purchased Inventory existing as of the Audit Date; (ii) a statement itemizing the Average Actual Cost of such Purchased Inventory existing as of the Audit Date; and (iii) a statement setting forth the aggregate Average Actual Cost of all Purchased Inventory existing as of the Audit Date.

Examples of Preclosing Inventory Report in a sentence

  • The Average Actual cost system applied in the preparation of the Preclosing Inventory Report is consistent with Sellers’ past practices, and the Preclosing Inventory Report correctly and accurately sets forth the aggregate Average Actual Cost of the Purchased Inventory as of the Audit Date.

Related to Preclosing Inventory Report

  • 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 Statement has the meaning set forth in Section 2.4(a).

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • 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).

  • Transferred Inventory shall have the meaning set forth in Section 1.1(c).

  • Phase I Report means, with respect to any Facility, a report that (i) conforms to the ASTM Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, E 1527, (ii) was conducted no more than six months prior to the date such report is required to be delivered hereunder, by one or more environmental consulting firms reasonably satisfactory to Administrative Agent, (iii) includes an assessment of asbestos-containing materials at such Facility, (iv) is accompanied by (a) an estimate of the reasonable worst-case cost of investigating and remediating any Hazardous Materials Activity identified in the Phase I Report as giving rise to an actual or potential material violation of any Environmental Law or as presenting a material risk of giving rise to a material Environmental Claim, and (b) a current compliance audit setting forth an assessment of Holdings’, its Subsidiaries’ and such Facility’s current and past compliance with Environmental Laws and an estimate of the cost of rectifying any non-compliance with current Environmental Laws identified therein and the cost of compliance with reasonably anticipated future Environmental Laws identified therein.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Final Closing Statement has the meaning set forth in Section 2.5(d).

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • MI Report means a report containing Management Information submitted to the Authority in accordance with Framework Schedule 8 (Management Information);

  • Product Inventory means all inventory owned as of the Closing by Seller or any Affiliate thereof of finished Product that is in conformance with the Specifications and has an expiration date of October 1, 2016 or later, regardless of whether such inventory is held at a location or facility of Seller or any Affiliate (or of any other Person on behalf of Seller or any Affiliate, including in any of Seller’s warehouses, manufacturers, suppliers, distributors or consignees) or in transit to or from Seller or any Affiliate (or any such other Person).

  • Excluded Inventory shall have the meaning set forth in Section 2.1(c).

  • Closing Location means the location that all Proposals for this RFP will be accepted at.

  • Royalty Report has the meaning set forth in Section 6.3(a).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • MERS Report The report from the MERS System listing MERS Designated Mortgage Loans and other information.

  • Working Capital Statement has the meaning set forth in Section 2.3(a).

  • Borrowing Base Report means a Borrowing Base Report for the Borrower signed by an Authorized Signatory of the Borrower and in substantially the form of Exhibit D attached hereto.

  • Borrowing Base Certificate means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit H or another form which is acceptable to the Administrative Agent in its sole discretion.

  • Preliminary Closing Statement has the meaning specified in Section 2.3(a)(ii).

  • Objections Statement has the meaning set forth in Section 2.9(b).