Closing Inventory Statement. (a) The target inventory of Sellers for purposes of this Agreement is $51,500,000. Within thirty (30) days following the Closing Date, Sellers shall prepare and deliver to Buyer a statement (the "Closing Inventory Statement") setting forth the type and value, as of the Closing Date, of the Inventory transferred to Buyer on the Closing Date pursuant to Sections 2.1 and 2.3(a), which statement shall be derived from a physical taking of such Inventory as of the Closing Date and shall be prepared in a manner consistent with the standards (the "Inventory Standards") set forth on SCHEDULE 2.9(a). Buyer and its representatives shall have such opportunity as Buyer reasonably deems appropriate to observe the taking and reconciliation of such Inventory (which may begin prior to the Closing Date) in connection with the preparation of the Closing Inventory Statement. Buyer shall provide Sellers and their accountants full access to the books and records, to any other information, including working papers of its accountants, and to any employees of Buyer, in each case as may be reasonably necessary for Sellers to prepare the Closing Inventory Statement, to respond to the Buyer's Objection (as defined herein) and to prepare materials for presentation to the CPA Firm (as defined herein) in connection with the matters contemplated by Section 2.9(c).
Closing Inventory Statement. No later than (15) days after the Closing, Seller and Parent shall cause Xxxxxx Xxxxxxxx, Seller's independent accounts ("Seller's Accountants"), to deliver to Buyer (i) an itemization of the Inventory and (ii) a calculation of the Inventory Amount as of the Closing Date (the "Closing Inventory Statement"). As part of the preparation of the Closing Inventory Statement, Buyer may, at its option, conduct, or cause to be conducted, its own physical inventory, which may be observed by Seller and/or its Representatives.
Closing Inventory Statement. (i) Seller shall deliver to Buyer a statement setting forth the value of the Inventory as of the Closing (the "Closing Inventory Statement"), which Closing Inventory Statement Seller shall use its best efforts to deliver within five (5) business days after the Closing Date, but shall deliver no later than ten (10) business days after the Closing Date. The Closing Inventory Statement shall be prepared in accordance with the current accounting practices of the Motive Power Division Business. Representatives of Buyer shall be entitled to observe and review the preparation of the Closing Inventory Statement to whatever extent Buyer may elect.
Closing Inventory Statement. The value of Seller's Inventory as reflected on the Closing Inventory Statement is consistent with the books and records of the relevant Business in all material respects and Schedule 3.4.1.
Closing Inventory Statement. 25 2.10 Conversion Date Inventory....................................................................26 2.11 Contract Performance.........................................................................28 2.12
Closing Inventory Statement. (a) The target inventory of Sellers for purposes of this Agreement is $51,500,000. Within thirty (30) days following the Closing Date, Sellers shall prepare and deliver to Buyer a statement (the "Closing Inventory Statement") setting forth the type and value, as of the Closing Date, of the Inventory transferred to Buyer on the Closing Date pursuant to Sections 2.1 and 2.3(a), which statement shall be derived from a physical taking of such Inventory as of the Closing Date and shall be prepared in a manner consistent with the standards (the "Inventory Standards") set forth on SCHEDULE 2.9(a). Buyer and its representatives shall have such opportunity as Buyer reasonably deems appropriate to observe the taking and reconciliation of such Inventory (which may begin prior to the Closing Date) in connection with the preparation of the Closing Inventory Statement. Buyer shall provide Sellers and their accountants full access to the books and records, to any other information, including working papers of its accountants, and to any employees of Buyer, in each case as may be reasonably necessary for Sellers to prepare the Closing Inventory Statement, to respond to the Buyer's Objection (as defined herein) and to prepare materials for presentation to the CPA Firm (as defined herein) in connection with the matters contemplated by Section 2.9(c). (b) Buyer shall, within thirty (30) days after the delivery by Sellers of the Closing Inventory Statement, complete its review thereof. After delivery of the Closing Inventory Statement, Sellers shall provide Buyer and its accountants full access to all books and records, to any other information, including working papers of its accountants, and to any employees of Seller, in each case used in the preparation of the Closing Inventory Statement or as may otherwise be reasonably necessary for Buyer to prepare the Buyer's Objection and to prepare materials for presentation to the CPA Firm in connection with the matters contemplated by Section 2.9(c). The Closing Inventory Statement shall be binding and conclusive upon, and deemed accepted by, Buyer unless Buyer shall have notified Sellers in writing within thirty (30) days after delivery of the Closing Inventory Statement of any objection thereto (the "Buyer's Objection"). The Buyer's Objection shall set forth a description of the basis of the Buyer's Objection and the adjustments to the value of Inventory reflected on the Closing Inventory Statement that Buyer believes should be ...
Closing Inventory Statement. Purchaser shall have received from Seller a statement setting forth the aggregate value of Inventory as of the Closing Date, with such value to be determined in accordance with the same accounting principles and methodologies as were utilized by Seller in the determination of the value of the Inventory reflected on the Interim Balance Sheet, which such statement shall be in form and substance reasonably acceptable to Purchaser (the “Closing Inventory Statement”).
Closing Inventory Statement. (a) Schedule 2.7(a) represents the parties' estimate of the Inventory other than the Fall 2001 Inventory (the "Estimated Inventory"). Schedule 2.7(a) also sets forth the value of the Estimated Inventory based upon the parties' assumptions regarding the portions of the Estimated Inventory which will be attributed prior to the Closing Date and the cost of such attribution, including value added processing (e.g., packing and labels, etc.). Schedule 2.7(b) sets forth the pricing methodology used by Seller in determining the cost of attributing Blank Product, including value added processing.
Closing Inventory Statement. 4 COBRA............................................................ 16
Closing Inventory Statement. 2.06(e) Closing Payment...........................................2.05(a) Confidentiality Agreement.................................6.06(b) Disclosure Supplement.....................................6.01(f) Dispute Notice............................................2.06(f) Estimated Inventory Amount................................2.06(c) Estimated Inventory Statement.............................2.06(b) Excluded Assets...........................................2.02
