Inventory Adjustment. (a) Within 30 days after the Closing Date, Sellers shall prepare and deliver to Buyer a statement (the "Closing Inventory Statement") setting forth the type and value, as of the close of business on the day immediately preceding the Closing Date, of the inventory of the Business, which statement shall be derived from a physical taking of such inventory as of such date and shall value inventory on the basis of the lower of cost or market value utilizing a first-in, first-out method in a manner consistent with Sellers' and the Companies' past practices and the standards and principles used in the preparation of the Unaudited Consolidated Statement of Net Investment Assets of the Business as of September 25, 2004 and shall otherwise be prepared in a manner consistent with Sellers' and the Companies' past practices with respect to perpetual inventory records; provided, that all amounts denominated in Canadian dollars that are part of the calculation of the value of inventory pursuant to this Section 2.05 shall be converted into U.S. dollars using the Closing Date Exchange Rate. Buyer and its representatives shall have such opportunity as Buyer reasonably deems appropriate to observe the taking and reconciliation of such inventory (which may begin prior to the Closing Date) in connection with the preparation of the Closing Inventory Statement. Buyer shall provide Sellers and their accountants, upon reasonable notice, such access to the books and records, to any other information, including working papers of Buyer's accountants, and to any employees of Buyer and its affiliates, in each case as may be reasonably necessary for Sellers to take such physical inventory, prepare the Closing Inventory Statement, respond to the Buyer's Inventory Objection (as defined in Section 2.05(b)) and prepare materials for presentation to the Arbitrator in connection with the matters contemplated by Section 2.05(c). If necessary, Buyer shall, after Closing, also provide or cause to be provided to Sellers and their designees such access as such persons may reasonably request to all facilities at which inventory of the Business is located in order to conduct such physical inventory. For the avoidance of doubt, the inventory of the Business to be valued pursuant to this Section 2.05 consists of the Inventory and all inventory of the Companies.
Inventory Adjustment. (A) Following the Closing Date, Buyer shall determine the estimated number of units, for each Inventory Category, that (i) have been shipped and for which invoices have been issued on or prior to the Closing Date and (ii) remain in the possession of distributors or retailers and have not been sold through to end users (such number being the “Preliminary Inventory Level” for such Inventory Category). No later than forty-two (42) days after the Closing Date, Buyer shall deliver to Seller a report (the “Preliminary Inventory Report”) showing the Preliminary Inventory Level for each Inventory Category. Following delivery of the Preliminary Inventory Report, the Final Inventory Report showing the Final Inventory Level for each Inventory Category shall be determined in accordance with the procedures set forth in Section 2(d)(vi) below.
Inventory Adjustment. Notwithstanding anything else to the contrary in this Agreement, at any time during the term of this Agreement Tech Data may return to AT&T PARADYNE Products with an aggregate return price equal to [***] of the total aggregate purchase price of Products delivered to Tech Data during the year [***]. Tech Data shall obtain a AT&T PARADYNE issued Return Equipment Authorization ("REA") number, which shall not be unreasonably withheld, for all Product returned under this Section 3.7, and shall accompany all such returns with an order for Product in an amount equal to [***]. Upon receipt of such Products, AT&T PARADYNE shall credit Tech Data with an amount equal to [***]. To be eligible for such a return, Product must be in its original, unopened package. All freight charges for returned Products will be paid by Tech Data. In addition, Tech Data shall have the right to return for full credit, without limitation as to the dollar amount, all Products that become obsolete or AT&T PARADYNE discontinues or are removed from AT&T PARADYNE's current price list; provided Tech Data returns such Products within ninety (90) days after Tech Data receives written notice that such Products are obsolete, discontinued or are removed from AT&T PARADYNE's price list.
Inventory Adjustment. NetIQ agrees to accept return of overstocked Products -------------------- as determined by Tech Data, in Tech Data's reasonable discretion. Shipments of Products being returned shall be new, unused and in sealed cartons. Vendor shall credit Tech Data's account in the amount of the Return Credit.
Inventory Adjustment. The Inventory used in the TNWC calculation shall only include inventory acquired within six months of the Closing Date, unless accepted by the Company as an appropriate inclusion in inventory (the “Current Inventory”). All inventory not included in the TNWC calculation shall be conveyed to Buyer at a price of $1 for all such inventory.
Inventory Adjustment. (i) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to VI a statement (the “Inventory Statement”) setting forth its calculation of the book value of the Inventory calculated in accordance with GAAP as of the Closing Date (such value, the “Inventory Amount”).
Inventory Adjustment. If the Final Inventory Value as determined pursuant to Section 3.3(a)(ii) above is greater than the Reference Inventory Value or less than the Reference Inventory Value, the Preliminary Purchase Price will be adjusted as follows (the “Inventory Value Adjustment”):
Inventory Adjustment. In connection with its preparation of the Closing Financial Statements, Buyer’s Accountant will conduct a physical inventory observation of and will perform an analysis of inventory pricing on the Acquired Companies’ raw materials, work-in-process and finished goods inventory (the “Inventory Analysis”). If and to the extent that the Inventory Analysis indicates that inventory pricing is not fairly stated in accordance with the principles of GAAP chosen to be applied by Buyer’s Accountant, Buyer’s Accountant will provide to Buyer (and copy Seller) with a proposed aggregate adjustment to inventory pricing (the “Pricing Adjustment”) which would fairly state inventory pricing in accordance with GAAP using the principles selected by Buyer’s Accountant (ex., to account for and reflect overvalued, unusable, unsalable, obsolete, damaged, defective or slow-moving items). At Buyers request, Seller will cause the Acquired Companies to reduce inventory pricing on the Acquired Company’s financial records in an amount equal to the Pricing Adjustment prior to Buyer’s Accountant’s delivery of the Closing Financial Statements so that such reduction is reflected in the Closing Financial Statements. The amount of such inventory pricing reduction is referred to as the “Inventory Adjustment Amount.”
Inventory Adjustment. (a) At least one business day prior to the Closing, Seller shall deliver to Purchaser its good faith estimate of the net book value of the Transferred Inventory as of the Closing Date (the “Estimated Inventory Value”). Part 1.5(a) of the Disclosure Letter contains an example calculation of Estimated Inventory Value as of October 5, 2013. The Closing Payment will be adjusted upwards or downwards as follows: (i) if Estimated Inventory Value exceeds $9,000,000 (the “Inventory Value Target”), then the Closing Payment will be increased by such excess, and (ii) if the Estimated Inventory Value is less than the Inventory Value Target, then the Closing Payment will be reduced by the amount by which Estimated Inventory Value is less than the Inventory Value Target.
Inventory Adjustment. Trancell agrees to accept return of overstocked -------------------- Products as determined by Tech Data, of not more than [ * * * ]. Shipments of Product being returned shall be new, unused and in sealed cartons. Vendor shall credit Tech Data's account in the amount of the price paid by Tech Data therefor less any price protection credits but not including any early payment or prepayment discounts (the "Return Credit"). Tech Data will supply Trancell with an offsetting purchase order of equal or greater value.
