Soft Inventory definition
Examples of Soft Inventory in a sentence
On the Claim Date (as defined in the Escrow Agreement) a maximum of 50% of the nonprecious material, labor and overhead content of any remaining Soft Inventory will be permitted to be disbursed to the Buyer pursuant to the Escrow Agreement but only to the extent of the account balance remaining in the Inventory Indemnification Escrow Fund.
Within five business days of the end of the second full calendar month after the Closing Date, Buyer will calculate the amount by which $300,000 exceeds 50% of the value of nonprecious material, labor and overhead content of all Soft Inventory and promptly deliver a certificate to Seller setting forth such amount.
In addition, the Closing Statement shall include a schedule of Soft Inventory (as defined in Section 10.8) as of the Closing Date.
Upon receipt of such certificate, an amount equal to the Soft Inventory Release Amount less the Damages specified in the certificate shall be released from the Inventory Indemnification Escrow Fund to Seller.
Thereafter, within five business days of the end of every other calendar month, up to and including such month end most nearly preceding the 18 month anniversary of the Closing, Buyer will determine which Soft Inventory has been shipped or placed into production on a shop order.
In the event that at the Claim Date (as defined in Section 7 below), the cumulative Soft Inventory Release Amounts are less $300,000, the difference, to the extent not greater than the actual balance in the Inventory Indemnification Escrow Fund, shall be released to Buyer, notwithstanding paragraph (a)(ii) above.
Notwithstanding the foregoing provisions of this Section 11.2 (a), with respect to any breaches of the representations and warranties contained in Section 3.4(b), Buyer's sole remedy with respect to breaches of Section 3.4(b) with respect to Soft Inventory shall be pursuant to the procedures set forth in Section 10.8 of this Agreement and Section 6(c) of the Escrow Agreement.