Determination of Inventory. On or prior to the fifth (5th) Business Day prior to the Closing Date, Company shall deliver to Buyer a written statement setting forth in reasonable detail a list of Inventory and the calculation by Company of the dollar values thereof and the computations used in connection therewith. The dollar values ascribed to Inventory shall be based on Company’s accounting and valuation methods consistent with past practices and consistently applied, provided that any Inventory with a shelf life of less than fourteen (14) months (except for Midrin which shall have a minimum shelf life of twelve (12) months) shall be ascribed no value. During the two (2) Business Day period following the receipt by Buyer of such statement, Buyer and its Representatives shall be permitted to: (i) review during normal business hours and make copies reasonably required of (x) the working papers of Company relating to the preparation of such statement and (y) any supporting schedules, supporting analyses and other supporting documentation relating to the preparation of such statement; and (ii) perform a reasonable spot check (physical count) of the Inventory. In the event Buyer disagrees with the dollar values ascribed to Inventory reflected on such statement, Buyer and Company shall seek in good faith to resolve in writing any differences which they may have with respect thereto on or prior to Closing Date. At the close of business on the day before Closing, parties will update (as of such date) the list of Inventory and the calculation of the dollar values thereof for the changes from the date the above referenced Inventory statement was first delivered to Buyer. At Closing, the Base Cash Amount shall be adjusted in accordance with Section 2.6(a)(v) above based on the determinations made pursuant to this Section 2.6(b). Such determination and adjustment shall be final and binding on all parties, and no further adjustments based on Section 2.6(a)(v) above shall be made pursuant to Section 2.6(c) below.
Determination of Inventory. 2.4.1 On or before July 15, 2006, Carsen shall deliver to Olympus an inventory schedule (the “Preliminary Inventory Schedule”) that itemizes the Inventory (by model number, quantity, Inventory Purchase Price and, to the extent applicable, the date placed in service) as of June 30, 2006 and sets forth a good faith estimate of the Inventory and the Inventory Purchase Price as of July 31, 2006. During the period following Olympus’s receipt of the Preliminary Inventory Schedule and prior to the Closing, Olympus shall review the Preliminary Inventory Schedule and shall have the right (at its sole cost) to inspect the Inventory located at Carsen’s facilities and elsewhere and meet with representatives of Carsen to discuss any questions or comments it may have with respect to such Inventory and the Preliminary Inventory Schedule. In addition, Carsen will also provide to Olympus such documentation supporting the estimated Inventory and the Inventory Purchase Price as Olympus may reasonably request.
2.4.2 On or before August 15, 2006, Carsen shall deliver to Olympus a true, correct and complete schedule (the “Final Inventory Schedule”) containing Carsen’s listing by model number, quantity, Inventory Purchase Price and, to the extent applicable, the date placed in service, of the Inventory as at July 31, 2006.
2.4.3 Within thirty (30) days following its receipt of the Final Inventory Schedule, Olympus shall deliver to Carsen (i) a written notice stating whether it disagrees with any item on such Schedule and (ii) if Olympus disagrees with any item on such Schedule, a written notice specifying the disputed items and setting forth the basis for Olympus’ disagreement in reasonable detail (the “Notice of Disagreement”). If Olympus does not deliver a Notice of Disagreement to Carsen within such thirty (30) day period, the Final Inventory Schedule delivered by Carsen shall become final, conclusive and binding upon the parties for all purposes under this Agreement. Olympus and Carsen shall attempt to resolve any disputed items in good faith for a period of fifteen (15) days following Carsen’s receipt of a Notice of Disagreement. If Olympus and Carsen are unable to resolve all disputed items within such fifteen (15) day period, Olympus and Carsen shall mutually select an accounting firm to act as arbiter with respect to all disputed items relating to the Final Inventory Schedule that have not been resolved by the parties. To the extent applicable, the arbiter shall determin...
Determination of Inventory. The quantity and valuation of the Inventory shall be determined as follows:
(a) The value of the Inventory as of the Effective Time of Closing shall be determined from the books and records of Seller. A physical inventory was taken after the close of business on December 30, 1997 and completed prior to 11:59 p.m. on December 31, 1997, and the books and records of Seller shall be adjusted for Inventory quantities as of December 31, 1997, and such Inventory shall be valued in accordance with paragraph (b) of this Section 2.
Determination of Inventory. MATERIALS VALUE. On or before the date that the Inventory and Packaging Materials are shipped from Seller to Purchaser, Ernst & Young LLP or another independent third party mutually agreed upon by Purchaser and Seller shall take a physical count of the Inventory and Packaging Materials. The Inventory/Materials Value and any adjustments thereto shall be determined by the parties in accordance with the following principles: Inventory and Packaging Materials shall be valued on an item-by-item basis at cost, with all unmarketable or damaged Inventory or Packaging Materials valued at zero."
SECTION 4. RESOLUTION OF DISPUTE REGARDING INVENTORY/MATERIALS VALUE OR XXX.
Determination of Inventory. 8 2.5 Post-Closing Adjustment; Preparation of Statements....
Determination of Inventory. The quantity and valuation of the Inventory shall be determined as follows:
(a) The value of the Inventory as of the Closing Date shall be determined from the books and records of the Business. An audit of the established cycle count procedures shall be conducted by the Purchaser in support of the perpetual component inventory of the Seller. A test of the perpetual component inventory shall be conducted via the established cycle count procedures, while work in process and finished inventory shall be reviewed via a physical count on the Closing Date or, for offsite inventory, by confirmation, and the books and records of Seller shall be adjusted for Inventory quantities as of the Closing Date and such Inventory shall be valued in accordance with paragraph (b) of this Section 2.4. Such inventory valuation shall be conducted by Seller's representatives at Seller's expense jointly with Purchaser's representatives at Purchaser's expense.
(b) The Inventory reflected on the Contract Asset Statement (as defined in Section 4.1.3 hereof) and the Final Asset Statement (as defined in Section 2.5.1 hereof) shall be determined in accordance with generally accepted accounting principles consistently applied ("GAAP") with the exception of the exceptions to GAAP listed on Schedule 2.4(b).
(c) Any disagreement regarding the quantity or value of the Inventory, or both, shall be resolved in the manner and at the time described in Section 2.5.1 hereof.
Determination of Inventory. PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
Determination of Inventory. The quantity and valuation of the Inventory shall be determined as follows:
(a) The value of the Inventory as of the Closing Date shall be determined from the books and records of the Business. A physical inventory shall be taken on the Closing Date, and the books and records of Seller shall be adjusted for Inventory quantities as of the Closing Date and such Inventory shall be valued in accordance with paragraph (b) of this Section 2.4. Such physical inventory shall be conducted by Seller's representatives at Seller's expense jointly with Purchaser's representatives at Purchaser's expense.
(b) The Inventory reflected on the Contract Net Asset Statement (as defined in Section 2.5.1 hereof) and the Final Net Asset Statement (as defined in Section 2.5.1 hereof) shall be determined in accordance with generally accepted accounting principles applied consistently with the practices of Seller ("GAAP").
(c) Any disagreement regarding the quantity or value of the Inventory, or both, shall be resolved in the manner and at the time described in Section 2.5.1 hereof.
Determination of Inventory. The quantity and valuation of the Inventory -------------------------- shall be determined as follows:
a) The value of the Inventory as of the Closing shall be determined from the books and records of the Seller. A physical inventory shall be taken on December 29, 2001 and the books and records of the Seller shall be adjusted to reflect the actual Inventory quantities as of such date (the "Physical Inventory Amount"). The Physical Inventory Amount shall be valued in accordance with paragraph (c) of this Section 6. Seller's representatives at Seller's expense shall conduct such physical inventory jointly with Buyer' s representatives at Buyer's expense.
b) The Physical Inventory Amount shall be adjusted at close of business on the date of the Closing to reflect any incoming receipts or outgoing shipments that occurred between the physical inventory and close of business on the date of Closing (the "Final Inventory Amount"). The books and records of the Seller shall be adjusted to reflect the Final Inventory Amount. The Final Inventory Amount shall be valued in accordance with paragraph (c) of this Section 6. The Final Inventory Amount will be reflected on a "Final Inventory Statement".
c) The Physical Inventory Amount and Final Inventory Amount reflected on the Final Inventory Statement shall be determined in accordance with generally accepted accounting principles, as applied by Seller ("GAAP").
d) Any disagreement regarding the quantity or value of the Inventory, or both, shall be resolved in the manner and at the time described in Section 7 (b) hereof.
Determination of Inventory. The Corporation and its Subsidiaries shall physically count their inventory on or around September 29, 2012. The Purchaser shall be entitled to have its representatives attend and observe such physical count. The inventory, as finally determined following such physical count, will be valued using the inventory valuation methods and practices used by the Corporation in prior years to value their respective Inventories.
