Inventory Adjustment. (i) On or promptly following the Closing -------------------- Date (unless otherwise agreed to by the parties), ComEd shall cause a physical inventory to be made of the quantities of fuels and Spare Parts located at the Transferred Real Property or at locations off-site to the extent such fuels and Spare Parts have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property. Purchaser may have its representatives observe the taking of such physical inventory. Purchaser hereby agrees that ComEd and its employees, agents, representatives and contractors shall have the right and license to enter the Facilities after the Closing, from time to time upon reasonable advance notice, for the purpose of conducting such physical inventory and other purposes incidental thereto. The right and license granted by Purchaser to ComEd pursuant to the immediately preceding sentence shall be irrevocable, but shall automatically expire on the Determination Date. Promptly after the Closing Date, and in any event within sixty days thereof, ComEd shall prepare and forward to Purchaser, (1) a valuation of such physical inventory of such fuels located at the Transferred Real Property, together with the natural gas inventory allocated to the Facilities, any coal in transit and the handling expenses associated with the foregoing (collectively, the "FUELS INVENTORY"), using the principles and --------------- methods set forth in Schedule 2.6(b) (Inventory Valuation Methodologies) and (2) --------------- a valuation of such physical inventory of the Spare Parts located at the Transferred Real Property or at ComEd's central warehouse location to the extent such have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property, together with any handling expenses associated with the foregoing (the "OTHER INVENTORIES"), using the ----------------- principles and methods set forth in Schedule 2.6(b) (Inventory Valuation --------------- Methodologies).
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. Red Hat and Tech Data will work together to maintain reasonable inventory levels. Notwithstanding, Red Hat agrees to accept return of overstocked Products [CONFIDENTIAL TREATMENT REQUESTED]**. 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. Tech Data shall bear all costs of shipping and risk of loss of those Products returned under this Section 4.1 to Red Hat's location.
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. On the day before the Closing, Purchaser and Asset Seller shall jointly take a physical inventory of the Inventory. The value of each item of Inventory shall be equal to Asset Seller’s actual cost thereof. On the Closing Date, the parties shall prepare a written account of such physical inventory that lists i")"(i) ")"(ii) the cost of each Item. Asset Seller warrants that on the Closing Date Asset Seller will have Inventory on hand of not less than Twenty-Six Thousand, Four Hundred Sixty-seven Dollars ($26,467.00). In the event that less than Twenty-Six Thousand, Four Hundred Sixty-seven Dollars ($26,467.00) in Inventory is on hand at the Closing Date, the Purchase Price will be reduced by the difference between Twenty-Six Thousand Four Hundred Sixty-seven Dollars ($26,467.00) and the amount of Inventory actually on hand on the Closing Date. In the event that more than Twenty-Six Thousand Four Hundred Sixty-seven Dollars (26,467.00) of Inventory is on hand at the Closing Date, the Purchase Price will be increased by the difference between Twenty-Six Thousand Four Hundred Sixty-seven Dollars ($26,467.00) and the amount of Inventory actually on hand on the Closing Date.
Inventory Adjustment. (a) For purposes of this Agreement, “
Inventory Adjustment. (a) Within 90 days following the Closing Date, Acquiror will prepare and deliver to Seller a statement setting forth Acquiror’s calculation of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Statement”). The Closing Statement will be prepared in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10.
