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.
(ii) The Closing Inventory Statement shall be reviewed by Buyer, and Buyer may, during the fifteen (15) business day period following the receipt by Buyer of the Closing Inventory Statement, propose such adjustments (if any) as shall in its judgment be required to cause the Closing Inventory Statement to properly reflect the value of the Inventory as of the Closing in the manner provided in this Section 5.12. In the event that Buyer and Seller are unable to agree upon any such proposed adjustments within ten (10) business days after they have been proposed by Buyer as aforesaid then, in such event, the adjustments in dispute shall be submitted to the accounting firm of KPMG (the "Arbitrator") for its consideration and resolution; the fees of the Arbitrator, the decision of which shall be final and binding upon Buyer and Seller, shall be paid one-half by each of said parties. The Closing Inventory Statement shall become final and binding upon the parties, (A) if Buyer does not propose any adjustments thereto in accordance with the terms hereof, on the earlier of the date of written acceptance thereof by Buyer or fifteen (15) business days after the delivery thereof to Buyer, or (B) if Buyer proposes adjustments thereto in accordance with the terms hereof, on the earlier of the date of written acceptance thereof (as so adjusted) by Buyer and Seller or the date of the receipt by Buyer and Seller of the decision of the Arbitrator as to any adjustments submitted to it for resolution. The Closing Inventory Statement, in the form in which it becomes final and binding upon Buyer and Seller as aforesaid, is hereinafter referred to as the "Final Closing Inventory Statement". The Final Closing Inventory Statement shall be delivered by Seller to Buyer within five (5) business days after it becomes binding upon Buyer and Seller as afo...
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. 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. 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. 19 2.10 Conversion Date Inventory................................................20 2.11
Closing Inventory Statement. Two (2) business days prior to the proposed Closing Date, Seller shall prepare and deliver to Buyer, a statement setting forth Seller’s reasonable good faith estimate of Seller’s Inventory, in units, in each of the categories described in Sections 2.8(a)(i) through (iv) above (the “Minimum Inventory Categories”) as of the Effective Time (the “Closing Inventory” and “Closing Inventory Statement,” respectively).
Closing Inventory Statement. 1 Code..........................................................................7
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
Closing Inventory Statement. 25 2.10 Conversion Date Inventory....................................................................26 2.11 Contract Performance.........................................................................28 2.12
Closing Inventory Statement. 4 COBRA............................................................ 16
