Closing Date Inventory. Sellers acknowledge that Hilco Appraisal Services, LLC ("Hilco") is conducting a verification of LTV's inventory (the "Physical Inventory") of slabs, raw materials, iron ore chips and Excess Supplies located at the Real Property and coal located at the Chicago Coke Battery. Buyer will notify LTV of the results of Hilco's verification (the "Verification Statement"). After the Closing Date and prior to the Second Closing, Sellers will reflect any adjustments that Buyer and Sellers determine to make to the Closing Date Inventory delivered pursuant to SECTION 3.2(b) of the Asset Purchase Agreement. Any adjustment to the Closing Date Inventory as a result of the Verification Statement or as otherwise agreed shall be final and binding for all purposes under the Asset Purchase Agreement. Seller shall not be obligated to make any adjustment reflected in the Verification Statement, and Buyer shall not waive any rights it may have pursuant to the Asset Purchase Agreement with respect to adjustments included in the Verification Statement that are not reflected in the Closing Date Inventory (or adjusted).
Closing Date Inventory. (a) Within forty-five (45) days after the Closing Date, (i) Buyer shall deliver to Seller an unaudited statement of the Inventory delivered at Closing and the resulting value calculated in accordance with Schedule 2.2(b) (the “Closing Date Inventory” and the “Inventory Statement”).
(b) During the forty-five (45) day period following Seller’s receipt of the Inventory Statement, Seller shall be given reasonable access to the employees, working papers and other books and records of Buyer for purposes of evaluating the Inventory Statement. Seller may notify Buyer in writing of any disputed item within forty-five (45) days after receipt of the Inventory Statement.
(c) If a notice of disputed items is timely delivered, Seller and Buyer shall, during the forty-five (45) day period immediately following the date of such delivery negotiate to resolve the disputed items. If the Parties are unable to reach agreement during the forty-five (45) day period with respect to any item, such dispute shall be resolved according to the dispute resolution provisions of this Agreement.
(d) Except as set forth in Section 2.3(e), Buyer shall, no later than the nine-month anniversary of the date of this Agreement (the “Inventory Payment Date”), pay the amount equal to the Closing Date Inventory to Seller by wire transfer of immediately available funds to an account designated by Seller in writing.
(e) If there is a dispute regarding the determination of the Closing Date Inventory pursuant to Section 2.3(c) that is ongoing as of the Inventory Payment Date, Buyer shall instead be obligated to pay the amount equal to the Estimated Inventory no later than the Inventory Payment Date. Following resolution of any such dispute, if the Closing Date Inventory is finally determined to be greater than the Estimated Inventory, Buyer shall, within five (5) Business Days after the final determination of the Closing Date Inventory, pay to Seller, by wire transfer of immediately available funds in accordance with written instructions given by Seller to Buyer, the amount of such excess so that Seller receives the full amount of the Closing Date Inventory. If the Closing Date Inventory is finally determined to be less than the Estimated Inventory, Seller shall, within five (5) Business Days after the final determination of the Closing Date Inventory, pay to Buyer, by wire transfer of immediately available funds in accordance with written instructions given by Buyer to Seller, the amount of such short...
Closing Date Inventory. As of the Closing Date, the Closing Date Inventory will contain a true and complete list (and location) of each item of Inventory and Excess Supplies which will constitute part of the Additional Assets.
Closing Date Inventory. 8 COBRA...................................................................... 17 Code....................................................................... 7 Damages.................................................................... 40 Deeds...................................................................... 38 Deposit.................................................................... 6
Closing Date Inventory. Seller shall take a physical inventory as of the close of business on the Closing Date (the “Closing Date Inventory”). Purchaser and its independent auditors shall be permitted to participate in the Closing Date Inventory and to verify its results. Seller and Purchaser agree to utilize the normal inventory procedures previously utilized by Seller, so long as in accordance with GAAP. Seller shall identify any inventory that is below standard quality, obsolete, or of a quality or quantity not useable or saleable by the Company in the ordinary course of business, or that has not been used in the Business for at least two (2) years (the “Obsolete Inventory”). The value (at cost) of any Obsolete Inventory in excess of any reserve for Obsolete Inventory shall reduce the value of inventory reflected on the Closing Statement (defined below).
Closing Date Inventory. On or after the date of this Agreement, Vista will instruct Regis Inspection Services ("Regis") to conduct physical counts of the inventory at the Laboratory and at as many of the Vision Centers as is reasonably possible on the weekends of March 3-4 and March 10-11 (all such physical counts, the "Inventory Counts"), provided, however, that Regis shall conduct Inventory Counts at a minimum of 100 Vision Centers. Vista will pay the expense of the Inventory Counts. The Parties will direct Regis to provide and to distribute to Vista and the Buyer a report, no later than four Business Days after the completion of the Inventory Counts, indicating for the Laboratory and for each Vision Center at which Regis conducted an Inventory Count, the number of units of inventory physically located thereon as of the date of the Inventory Counts and, for each such unit, its sku number (such report, the "Regis Report").
Closing Date Inventory. The term "Closing Date Inventory" shall mean the inventory located at Seller's facilities in Marburg and Dortmund, Germany on the Closing Date.
Closing Date Inventory. Section 2.3 of the Disclosure Schedule sets forth the amount and value of all of the inventory of each of the Companies as of the Closing Date (the “Inventory”).
Closing Date Inventory. Prior to the Closing Date, the Parties shall cooperate in good faith to provide information to Caraco as to Inventory (including number of units, lot numbers, dosage strengths and dating) which Forest reasonably expects to have available as of the Closing Date and as to Caraco’s anticipated requirements for Products following the Closing Date. In connection with any Inventory that has less than 18 months of remaining shelf-life, such Inventory shall not automatically be included in the Closing Date Inventory (as defined below); provided that the Parties will cooperate to try to use such Inventory, and such Inventory may be included in the Closing Date Inventory if it can be reasonably anticipated that Caraco will be able to sell such Inventory in the ordinary course following the Closing Date, recognizing that Caraco shall have the final decision making authority in that regard. At least two (2) Business Days prior to the Closing Date, Forest shall provide Caraco with a written notice (the “Closing Inventory Notice”) setting forth the number of units of each item included in Inventory to be transferred to Caraco at the Closing pursuant to Section 2.01. The Inventory actually delivered to Caraco pursuant to Section 2.07(b)(iii) is hereinafter referred to as the “Closing Date Inventory”.
Closing Date Inventory. As of the Closing Date, all Closing Date Inventory is in good and marketable condition and is in substantial compliance with all Applicable Law applicable to its manufacture, labeling and storage.
