True-Up Inventory definition
Examples of True-Up Inventory in a sentence
If not delivered previously pursuant to one or more purchase orders delivered by Buyer to Seller, on or promptly after the Subsequent Closing Date, the True-Up Inventory set forth on any unfulfilled purchase orders shall be delivered to Buyer FOB destination, at a location directed by Buyer.
The Parties acknowledge and agree that the portion of the Purchase Price allocated to the True-Up Inventory shall not be less than the Target Inventory Value unless (a) there is a Valid Inventory Dispute and Seller has no other inventory on-hand to transfer and sell to Buyer hereunder, or (b) Seller does not have inventory on-hand to satisfy the purchase orders, in which case only, to the extent of any such deficiency in the True-Up Inventory, the Purchase Price shall be reduced accordingly.
No later than three (3) Business Days following the Date of True-Up Inventory (the “Date of True-Up Payment”), Buyer shall pay to Seller an amount equal to the Inventory Payment with respect to the Second Inventory determined on the Date of True-Up Inventory.
In the event Seller has sold or has commitments or forecasts to sell any of said True-Up Inventory between the Closing Date and receipt of said purchase order(s) (the “Sold True-Up Inventory”), Seller shall notify Buyer of the Sold True-Up Inventory promptly after receipt of Buyer’s purchase order containing such Sold True-Up Inventory and Buyer shall not be entitled to purchase said Sold True-Up Inventory.
Promptly after the Date of True-Up Inventory, Seller shall forward to Buyer copies of Seller’s notice letters to the applicable Boards of Pharmacy and a copy of Seller’s notice letter to the United States Drug Enforcement Agency (“DEA”) via PDF to ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇.
The purchase price for the Inventory determined on the Date of Inventory and the Inventory determined on the Date of True-Up Inventory (as hereinafter defined) shall be determined based on the cost factors listed in the Inventory Instructions, not to exceed Twenty Million Dollars ($20,000,000) in the aggregate for the Inventory determined on the Date of Inventory and the Inventory determined on the Date of True-Up Inventory at the Pharmacies (collectively, the “Inventory Payment”).
Seller shall, on or prior to the thirtieth (30th) day after the Date of True-Up Inventory, remove all interior and exterior signage in reference to the Pharmacies, subject to the requirements of the lease related thereto.
The True-Up Inventory shall thereafter be delivered and the portion of the Purchase Price relating to the True-Up Inventory shall be released from escrow in accordance with Section 2.4(a) hereof.
Seller shall send all required notifications of the sale of the Assets hereunder and the closing of the Pharmacies to all applicable governmental authorities and shall also surrender the pharmacy licenses for the Pharmacies to the applicable governmental authority in accordance with Law after the Date of True-Up Inventory.
At such time, Seller shall offer to Buyer substitute True-Up Inventory, if available, and if accepted by Buyer, Buyer shall modify said purchase order accordingly.