Final Inventories definition

Final Inventories shall have the meaning set forth in Section 2.7(c).
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Final Inventories means (i) if no notice of Disputed Items is delivered by Inventory Purchaser within the periods provided in Sections 2.7(a) or (b), Inventories as shown on the Inventories Statement as prepared by Seller or (ii) if such a notice of Disputed Items is delivered by Inventory Purchaser, either (x) Inventories as agreed to in writing by Seller and Inventory Purchaser or (y) Inventories as shown in the Independent Accountant's and/or the Arbitrator's calculation delivered pursuant to this Section 2.7(c). The scope of the disputes to be resolved by the Independent Accountant or Arbitrator, as the case may be, shall be limited to the unresolved Disputed Items, and the Independent Accountant or Arbitrator, as the case may be, shall not make any other determination. Any determinations by either of the Independent Accountant or Arbitrator, respectively, and any work or analyses performed by either of the Independent Accountant or Arbitrator, respectively, in connection with its resolution of any Dispute under this Section 2.7, shall not be admissible in evidence in any suit, action or proceeding between the Parties, other than to the extent necessary to enforce payment obligations under this Section 2.7(c).
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Final Inventories means (i) if no notice of Disputed Items is delivered by Purchaser within the period provided in Section 2.6(a), Closing Date Inventories as shown on the Inventories Statement as prepared by Seller or (ii) if such a notice of Disputed Items is delivered by Purchaser, either (x) Closing Date Inventories as agreed to in writing by Seller and Purchaser or (y) if there is no such agreement in writing, Closing Date Inventories as shown in the Independent Accountant’s calculation delivered pursuant to this Section 2.6(b). The Parties have mutually agreed to the appointment of Deloitte & Touche LLP as the Independent Accountant. The Parties represent and acknowledge that they have discussed their and their Affiliates past contacts, if any, with Deloitte & Touche LLP, and that neither Party shall have the right to object to Deloitte & Touche LLP’s service in such role by reason of past contacts. The scope of the disputes to be resolved by the Independent Accountant shall be limited to the unresolved Disputed Items (and the Independent Accountant shall determine and reflect on its report, for each Disputed Item, whether Seller’s or Purchaser’s position with respect to such Disputed Item is correct (or whether an amount between Seller’s and Purchaser’s amount for such Disputed Item is correct)), and no other determination by the Independent Accountant shall be binding on the Parties. Any determinations by the Independent Accountant, and any work or analyses performed by the Independent Accountant, in connection with its resolution of any dispute under this Section 2.6, shall not be admissible in evidence in any suit, action or proceeding between the Parties, other than to the extent necessary to enforce payment obligations under this Section 2.6.
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Examples of Final Inventories in a sentence

  • The Final Inventories Statement shall set forth Seller’s proposed good faith calculations of the Purchase Price, based on the Final Inventories Value set forth in the Final Inventories Statement and the Final Commercialization Agreement Payment Value set forth in the Final Commercialization Agreement Payment Statement.

  • The Final Inventories Statement shall also set forth Seller’s proposed calculation of the amount by which the Purchase Price exceeds, or is less than, the Estimated Purchase Price (such amount, as finally determined in accordance with this Section 2.07, the “Final Adjustment Amount”).

  • In all respects material to the Business, the Final Inventories will be free from any latent defect which would render such Inventories defective or not fit for sale or adulterated within the meaning set forth in any applicable Law.

  • As soon as practicable (but not more than five (5) Business Days) after the AR Offset Amount and the Inventories Offset Amount shall become final and binding pursuant to Section 2.4(e) hereof, Escrow Agent shall make a payment to Buyer of the Final AR Offset Amount and the Final Inventories Offset Amount.

  • For the avoidance of doubt, any items on the Final Inventories Statement as to which either Party has not provided a reasonably detailed objection and provided an alternative calculation in the Dispute Notice delivered within the time period specified in this Section 2.07(b) shall be final, binding and conclusive on the Parties.

  • If the Final Inventories Purchase Price exceeds the Estimated Inventories Purchase Price, Buyer shall pay to Seller, in the manner and with interest as provided in Section 2.06(b), the amount of such excess.

  • In consideration of the sale and transfer of the Purchased Assets, Purchaser agrees (i) to pay to Seller, in accordance with this Article II, an aggregate amount equal to (x) $375,000,000 (the “Base Purchase Price”) plus (y) the Final Inventories Value m inus (z) the Final Commercialization Agreement Payment Value (collectively, as finally determined pursuant to Section 2.07, the “Purchase Price”) and (ii) to assume, satisfy and discharge when due all Assumed Liabilities.

  • If the Estimated Inventories Purchase Price exceeds the Final Inventories Purchase Price, Seller shall pay to Buyer, as an adjustment to the Inventories Purchase Price, in the manner and with interest as provided in Section 2.06(b), the amount of such excess.

  • In the event that the Final AR Offset Amount and the Final Inventories Offset Amount is greater than the remaining Escrow Amount, the difference between the Final AR Offset Amount plus the Final Inventories Offset Amount and the Escrow Amount shall be payable by Seller to Buyer in immediately available funds.

  • The Parties shall be entitled to dispute the proposed adjustments to the Estimated Inventories Value and the Estimated Commercialization Agreement Payment Value, and the calculation of the Final Adjustment Amount, in each case, as set forth in the Final Inventories Statement if either Party delivers a written notice of such dispute (the “Dispute Notice”) to the other Party within thirty (30) days after Purchaser’s timely receipt of the Final Inventories Statement.


More Definitions of Final Inventories

Final Inventories means (i) if no notice of Disputed Items is delivered by Purchaser within the period provided in Section 2.7(b), Inventories as shown on the Inventories Statement as prepared by J&J or (ii) if such a notice of Disputed Items is delivered by Purchaser, either (x) Inventories as agreed to in writing by J&J and Purchaser or (y) Inventories as shown in the Independent Accountant's calculation delivered pursuant to this Section 2.7(c). The parties acknowledge that they have discussed their past contacts, if any, with the Independent Accountant, and that neither party shall have the right to object to the Independent Accountant's service in such role by reason of non-disclosure of past contacts, conflicts of interest, or any other reason. The scope of the disputes to be resolved by the Independent Accountant shall be limited to the unresolved Disputed Items, and the Independent Accountant is not to make any other determination. Any determinations by the Independent Accountant, and any work or analyses performed by the Independent Accountant, in connection with its resolution of any dispute under this Section 2.7 shall not be admissible in evidence in any suit, action or proceeding between the parties, other than to the extent necessary to enforce payment obligations under this Section 2.7(c).
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Final Inventories has the meaning set forth in Section 3.5(d);
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Final Inventories means (i) if no notice of disagreement is delivered by Shareholder within the period provided in Section 2.2(d), as shown in Purchaser's calculation delivered pursuant to Section 2.2(c) or (ii) if such notice of disagreement is delivered by Shareholder, either (A) as agreed in writing by the Purchaser and Shareholder or (B) as shown in the Accounting Referee's calculation delivered pursuant to this Section 2.2(e).
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Final Inventories means (i) if no notice of Disputed Items is delivered by Purchaser within the period provided in subclause (b) above, Inventories as shown in the Inventories Statement as prepared by Pfizer, or (ii) if such a notice of Disputed Items is delivered by Purchaser, either (x) as agreed to in writing by Pfizer and Purchaser, or (y) * OMITTED PURSUANT TO OUR REQUEST FOR CONFIDENTIAL TREATMENT Inventories as shown in the Accounting Expert's calculation delivered pursuant to this subclause (c).
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Related to Final Inventories

  • Inventories means “Inventories” as defined in the Uniform System of Accounts, such as, but not limited to, provisions in storerooms, refrigerators, pantries and kitchens; beverages in wine cellars and bars; other merchandise intended for sale; fuel; mechanical supplies; stationery; and other expensed supplies and similar items.

  • Product Inventory means all inventory owned as of the Closing by Seller or any Affiliate thereof of finished Product that is in conformance with the Specifications and has an expiration date of October 1, 2016 or later, regardless of whether such inventory is held at a location or facility of Seller or any Affiliate (or of any other Person on behalf of Seller or any Affiliate, including in any of Seller’s warehouses, manufacturers, suppliers, distributors or consignees) or in transit to or from Seller or any Affiliate (or any such other Person).

  • Transferred Inventory has the meaning set forth in Section 1.1(e).

  • Inventory is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

  • Inventory Value means with respect to any Inventory of a Loan Party at the time of any determination thereof, the standard cost determined on a first in first out basis and carried on the general ledger or inventory system of such Loan Party stated on a basis consistent with its current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, without duplication, (i) any markup on Inventory from an Affiliate and (ii) in the event variances under the standard cost method are expensed, a Reserve reasonably determined by the Agent as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.

  • Obsolete Inventory means items that have expired, are redundant or

  • Inventory Formula Amount means (i) the lesser of (x) 75% of the Value of Eligible Inventory and (y) 85% of the NOLV Percentage of the Value of Eligible Inventory plus (ii) the lesser of (x) the lesser of (1) 75% of the Value of Eligible In-Transit Inventory and (2) 85% of the NOLV Percentage of the Value of the Eligible In-Transit Inventory and (y) $10,000,000.

  • Consumables means where the context permits, Digital Print Consumables, Inkjet Printing System Consumables and Prepress Consumables.

  • Consigned Inventory means Inventory of any Borrower that is in the possession of another Person on a consignment, sale or return, or other basis that does not constitute a final sale and acceptance of such Inventory.

  • Consumable means any component of a good that is used up recurrently and needs to be replaced for the good to function as intended;

  • Excluded Inventory shall have the meaning set forth in Section 2.4.

  • In-Transit Inventory means Inventory of a Borrower which is in the possession of a common carrier and is in transit from a Foreign Vendor of a Borrower from a location outside of the continental United States to a location of a Borrower that is within the continental United States.

  • Finished Products means the fully assembled and shrink-wrapped Licensed Products, each including a Game Cartridge, Game Cartridge label and Printed Materials.

  • Eligible Inventory means, with respect to any Borrower, all Trailers (less than ten years old), Aircraft and Aircraft engines complying with Stage III noise reduction requirements, Railcars (less than twenty-five years old), marine containers (less than ten years old), and, if approved by the Requisite Lenders, other related Equipment, in each case that (a) is owned of record by such Borrower or a Marine Subsidiary of such Borrower (or jointly by such Borrower and one or more of the other Borrowers) or, subject to the approval of Agent, any Owner Trustee of which such Borrower is the sole beneficiary or owner (or is the beneficiary or owner jointly with one or more of the other Borrowers), as applicable, (b) is subject to a Lease acceptable to Agent in its sole discretion (as reviewed in full in connection with each requested borrowing hereunder), which Lease shall, at a minimum, (A) be non-cancelable, (B) be with a lessee of acceptable credit quality as determined by Agent, and (C) be of a firm term in excess of one (1) year, except that cargo-containers and Trailers may be on Utilization Leases; (c) has a value and marketability reasonably satisfactory to the Agent; and (d) is free and clear of all Liens, except (i) any interest of a lessee thereof pursuant to a Lease entered into with such Borrower or a Marine Subsidiary of such Borrower or such Borrower’s or such Marine Subsidiary’s predecessor in interest or such Owner Trustee or nominee entity, as lessor, or (ii) as otherwise permitted by Section 6.1, provided that any Liens of the type permitted under clause (ii) encumbering any item of Equipment shall not secure obligations in amounts which materially impair the equity value in such item of Equipment. Requisite Lenders in their sole discretion, on a case by case basis, may approve other items or types of Equipment for credit under "Eligible Inventory" from time to time. Equipment which is Eligible Inventory will cease to be Eligible Inventory at any time it no longer continues to meet all of the above requirements.

  • Eligible Finished Goods Inventory means Inventory that qualifies as Eligible Inventory and consists of first quality finished goods held for sale in the ordinary course of Borrowers’ business.

  • shipped includes removal from the work sites by ship or any other means;

  • Finished Goods means completed goods which require no additional processing or manufacturing to be sold to third party customers by the Loan Parties in the ordinary course of business.

  • Raw Materials means all raw materials, supplies, components and packaging necessary to manufacture and ship the Product in accordance with the Specifications, as provided in Exhibit A, but not including the API.

  • Items means the finished goods or services which are intended for export from the United States, either directly or as an Indirect Export, meet the U.S. Content requirements in accordance with Section 2.01(b)(ii) of this Agreement and are specified in Section 4.A. of the Loan Authorization Agreement.

  • Rental Equipment means the equipment identified on the Service Agreement and Order Schedule or otherwise notified to you in writing that we will rent to you as part of our provision of the Services and which you will return to us after expiry or termination of the Agreement, subject to the provisions of this Agreement.

  • Refined Products means gasoline, diesel fuel, jet fuel, asphalt and asphalt products, and other refined products of crude oil.