Inventory Purchase Price Adjustment. (a) Within 45 days following the Closing Date, Seller shall deliver to Buyer a statement (the “Seller’s Calculation”) setting forth the value of the Inventory, as of the Closing Date (the “Closing Inventory Value”) determined in conformity with GAAP on a standard cost basis, using ending fiscal year 2009 standard costs of Seller, and in conformity with the valuation standard set forth in Section 3.13. Notwithstanding the foregoing, (i) the certain TCAM4 parts that are affected by the “read-after-lookup” issue, specifically the TCAM4 parts with the part number 75H652BSxxxAT, will not be included in the Closing Inventory Value; (ii) the certain modified TCAM4 part that is not affected by the “read-after-lookup” issue, specifically part number 75H652CSxxxAT, shall be included in the Closing Inventory Value in an amount not to exceed $600,000; and (iii) the certain TCAM3CR part, part number 75H7B0A1SxxxRN, shall be included in the Closing Inventory Value in an amount not to exceed $600,000.
Inventory Purchase Price Adjustment. Within 30 days after the Closing Date, Seller shall deliver to Purchaser a schedule (the “Closing Inventory Schedule”) setting forth the value of the Inventory used or useable by the Business as of the close of business on the last business day preceding the Closing Date (the “Closing Inventory”). The valuation of the Closing Inventory reflected on the Closing Inventory Schedule shall be determined on all Inventory produced or acquired by Seller in the Ordinary Course of Business as follows: (i) with respect to finished goods, the value of each class of OTR Tire as determined in a manner consistent with Seller’s accounting practices as set forth on below shall be used to determine the aggregate value of such finished goods, (ii) with respect to raw materials, the per pound value of each component thereof is set forth on Schedule 2.4 and the raw materials shall be valued in a manner consistent with Seller’s accounting practices and (iii) with respect to work in process, such value shall be determined in accordance with Seller’s established accounting practices. All Closing Inventory will be valued consistent with Seller’s accounting practices which include assessing inventory for reserves at the lower of cost or net realizable value and reserves for obsolete inventory in accordance with Seller’s applicable accounting principles (which accounting principles comply with GAAP except in respect to the capitalized costs related to pension and retiree, medical and depreciation, all of which are accounted for using principles in accordance with IFRS.)
Inventory Purchase Price Adjustment. If the Final Inventory Determination reveals a quantity of Inventories that is less than or more than the Inventories reflected in the Product Inventory Quantity Report or calculated as part of the Estimated Inventory Value, the Inventory Value (calculated pursuant to Section 4 C hereof) shall be adjusted accordingly, based on the increased or decreased quantity of Inventories, as part of the Net Working Capital Adjustment. If the Final Inventory Determination requires a quality adjustment to the Inventory Value, such adjustment shall be made as part of the Net Working Capital Adjustment. Annex I Physical Inventory Measurement Procedures
Inventory Purchase Price Adjustment. If the Inventory Purchase Price as determined pursuant to subsection (b) above exceeds the Inventory Purchase Price paid by Purchaser to the Sellers on the Closing Date, then Purchaser shall promptly, but in any event within two (2) Business days, pay to the Sellers, by wire transfer of immediately available funds, an amount equal to such excess. If the Inventory Purchase Price paid by Purchaser to the Sellers on the Closing Date exceeds the Inventory Purchase Price as determined pursuant to subsection (b) above, then the Sellers, jointly and severally, shall promptly, but in any event within two (2) Business Days, pay to Purchaser, by wire transfer of immediately available funds, an amount equal to such excess. All payments made pursuant to this Section 1.5(c) shall be treated as adjustments to the Purchase Price.
Inventory Purchase Price Adjustment. 16 3.3 Proration .................................................. 16
Inventory Purchase Price Adjustment. Within ten Business Days after the Closing and upon not less than three days' prior notice to the Seller, the Buyer shall have the right to conduct a review of the spare parts Inventory to verify the number and type of spare parts located at the Site as of the Closing Date. The Seller or its representatives shall have the right to attend and monitor such review: provided, that Seller and its representatives shall comply with all safety practices and procedures maintained by the Buyer at the Site and the Seller will indemnify, defend and hold harmless the Buyer from and against any and all Indemnifiable Losses asserted against or suffered by the Buyer relating to, resulting from or arising out of any acts of omissions of the Seller and its representatives at the Site. In the event that such review indicates any difference between the actual number or type of spare parts Inventory located at the Site at the Closing and the number and type of spare parts set forth on Schedule 1.1(a)(33), the Buyer shall notify the Seller in writing and the Purchase Price shall be appropriately adjusted. Such adjustment shall be based upon the "average cost" per unit of spare parts listed in Schedule 1.1(a)(33) unless otherwise agreed by the Buyer and the Seller. The Purchase Price shall not be adjusted (a) downward by an amount in excess of $1,000,000 or (b) upward by any amount; provided, however, that the value of any items of Inventory set forth on Schedule 1.1(a)(33) but not located at the Site at the Closing shall be offset against the value of any items of Inventory located at the Site at the Closing but not set forth on Schedule 1.1(a)(33).
Inventory Purchase Price Adjustment. (a) On or as promptly as practicable after the Closing Date, Purchaser shall take, using either Transferred Employees or a third-party entity reasonably acceptable to Sellers, a physical count of the Inventory (and a simultaneous physical identification of the Finished Goods). Representatives of Sellers shall be given an opportunity in all reasonable respects and in good faith to (i) observe, along with their accountants, such taking of the Inventory (and such physical identification of the Finished Goods) and (ii) to conduct test counts of the Inventory (and such physical identification of the Finished Goods) and in connection with such test counts Purchaser agrees not to release an area from the process until such opportunity to take test counts has been provided to Sellers. Following preparation of an inventory report, Sellers shall be given an opportunity in all reasonable respects to review the inventory report and work papers.
Inventory Purchase Price Adjustment. (a) Prior to the Closing Date, the Sellers shall determine the value of the inventory of Thermalloy Inc. at December 31, 1998 (the "NEW 1998 INVENTORY VALUE") and at July 31, 1999 (the "NEW INVENTORY VALUE") using the new standard costing system but otherwise in all respects consistent with the historical valuation of such inventory.
Inventory Purchase Price Adjustment. (a) Within thirty (30) calendar days after the Closing Date, Seller shall prepare and deliver to Purchaser an unaudited schedule (the “Estimated Closing Inventory Schedule”), setting forth its calculation of the book value (adjusted by a mxxx to market adjustment for the price of grain at the Closing) of the Inventory as of the Closing Date, which calculation shall be based upon an inventory count and as described in this Section 2.4(a) (the “Closing Inventory Amount”). The Estimated Closing Inventory Schedule and the Estimated Closing Inventory Amount shall be prepared as provided herein and in accordance with the accounting principles and procedures used by Seller in preparation of its Financial Statements (the “Inventory Procedures”) and the inventory valuation process (the “Inventory Valuation Process”), both of which are attached hereto as Schedule 2.4(a). On or before the Closing Date, Seller shall schedule an inventory count, and in connection therewith, Purchaser shall assist Seller and its Representatives in the preparation of the Closing Inventory Schedule and shall provide Seller and its Representatives access to the Real Property for same and any information reasonably requested for such purpose. Purchaser and its Representatives shall be present at such inventory count.
Inventory Purchase Price Adjustment. Within 2 days prior to Closing, representatives of both Sellers and Buyer shall conduct a joint inspection of the Inventory on hand at each store to determine the value of the Actual Inventory in the stores and confirm the value of the Actual Inventory is equal to or greater than the Target Inventory (the “Pre-Closing Inventory Inspection”). If Actual Inventory on hand as of the date of such Pre-Closing Inventory Inspection is less than the Target Inventory, then the Purchase price shall be reduced by the amount by which the Actual Inventory is less than the Target Inventory. If the Actual Inventory on hand as of the date of such Pre-Closing Inventory Inspection is equal to or greater than the Target Inventory, then no adjustment to the Purchase price shall be made. Notwithstanding any provisions in this Agreement to the contrary, Target Inventory and Actual Inventory shall be valued in accordance with average cost per unit paid by Sellers as of the Closing Date to be set forth on the form of Schedule A (“Inventory Unit Cost Schedule”) attached hereto and incorporated herein by reference.
