Inventory Value. (a) No later than five (5) days after the date of this Agreement, Seller shall deliver to Purchaser a letter signed by Seller’s independent auditors describing in reasonable detail the procedures undertaken by such auditors in connection with measuring and testing the Inventory. At least five (5) Business Days prior to the Closing, Seller shall close each of the Premises and cease all sales and transfers of Inventory thereat (the date of such closure and cessation, the “Shutdown Date”), provided that Seller may continue, from and after the Shutdown Date, to transfer Excluded Inventory to Seller’s other store locations. As used herein, “Excluded Inventory” shall mean any Inventory in which the name of Seller or any of its subsidiaries or any tradenames under which the Seller or any of its subsidiaries operates is inscribed or otherwise attached thereto. For purposes of Sections 2.2(b) and 2.2(c) hereof, shortly after the Shutdown Date the Inventory will be valued as of the Shutdown Date based upon a physical inventory (the cost of which shall be shared equally by Seller and Purchaser) taken of the Inventory on hand as of the Shutdown Date at each of the Premises by RGIS Inventory Specialists (“RGIS”). Seller will make its personnel available to assist RGIS in performing such physical inventory and shall permit representatives of Purchaser to observe such physical inventory. Upon completion thereof, Seller shall, in consultation with Purchaser and in accordance with Section 2.2(b) of this Agreement, determine the value of the following: (i) inventory of the Business consisting of merchandise in the current assortment; (ii) inventory of the Business consisting of salable merchandise in packaway or other backroom facilities; and (iii) inventory of the Business consisting of discontinued items (the items described in Sections 2.2(a)(i), (ii) and (iii) of this Agreement shall hereinafter be referred to as the “Inventory”). Promptly following such determination, Seller shall deliver to Purchaser written notice thereof, together with reasonable detail showing the calculations therefor. Purchaser shall be entitled to perform sample “price testing” of the Inventory and shall promptly notify Seller of any initial disagreement with Seller’s determination. In the event of such disagreement, the parties shall endeavor to resolve their differences promptly.
Inventory Value. The value of the inventory of the Borrower and the Guarantors as of December 31, 2001 was no less than $5,000,000,000.
Inventory Value. As of any date of determination, the Borrower will not, and will not permit any Subsidiary to, permit any Inventory of the Borrower or any Subsidiary having an aggregate value at cost in excess of 30% of the aggregate value at cost of all of the Inventory of the Borrower and the Subsidiaries to be stored at a location other than the Primary Distribution Facilities.
Inventory Value. The value of the Inventories (the “Inventory Value” shall be calculated by multiplying (i) the quantities of the various Products comprising the Product Inventory and WIP Inventory measured pursuant to Annex I and reflected in the Product Inventory Quantity Report, or determined in accordance with Section 3 B of this Exhibit as it relates to the Chemical Inventory, by (ii) the relevant price formulas set forth in Annex II for such Products, WIP Inventory and/or Chemicals; plus the xxxx to market value associated with Commodity Contracts pursuant to Annex II.
Inventory Value. Inventory Value" shall mean the gross book value of the finished goods Inventory calculated, as of any date, as the number of units on hand of each item number as of such date multiplied by the standard cost of such item of finished goods Inventory as of December 29, 2001; provided, however, that the standard cost of any such Inventory located in any of the Purchased Stores shall be calculated at retail standard cost, consistent with Sellers' past practice in the ordinary course of business, as reflected on Sellers' retail financial reports. In the event no standard cost exists for any item as of December 29, 2001, the standard cost of such item shall be based on the price paid by the Sellers as set forth in the Sellers' purchase order for such item or, in the event no such purchase order exists, the Sellers' original cost estimate therefor from the party that sold such item to the Sellers plus, in either case, the Sellers' cost of freight, duty and overhead with respect to such item.
Inventory Value. The “Inventory Value” will be valued at the lower of cost or market (“LCM”) in accordance with GAAP and consistent with Seller’s past practices pursuant to Schedule 2.3. To the extent the Inventory Value is less than One Million Eight Hundred Forty-Six Thousand Dollars ($1,846,000), the Cash Portion of the Purchase Price shall be reduced by a like amount. To the extent that the Inventory Value is greater than such amount, the Cash Portion of the Purchase Price shall be increased by such amount.
Inventory Value. At Closing the book value of the inventory (which for purposes of this Section 5.24 means the inventories recorded in the following balance sheet accounts: HIC-CFI; Fabric Filters-CFI; Spare Parts; On-Site HIC; and RO Systems Spare Parts) included in the Acquired Assets, determined in accordance with GAAP applied on a consistent basis, shall not be less than $650,000.
Inventory Value. 6 1.33 John Deere Inventory............................................6 0.04
Inventory Value. If applicable, at least five (5) days prior to Closing, Seller shall furnish to Buyer the quantities of liquid hydrocarbon inventory as described in Section 1.2 actually on hand as of the Effective Date of Sale and shall compute the value of the liquid hydrocarbon inventory using usual industry valuation practice. The value of the inventory shall be credited to Seller pursuant to the provisions of Section 2.10.2 and Section 2.10.3 and the liquid hydrocarbon inventory shall become the property of buyer as of the Effective Date of Sale.
Inventory Value. In the event the parties decrease the value of any item or items of Inventory on the Settlement Statement, due to merchantability, salability or any other reason, ConAgra shall not have the right to also submit a claim under this Section 14 with respect to the value of the Inventory to the extent of such decrease reflected on the Settlement Statement.
