Determination of Inventory. The quantity and valuation of the Inventory shall be determined as follows:
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. During the weekend prior to Closing, representatives of Seller and Buyer shall conduct a physical inventory of the Inventories in an agreed upon manner as of an agreed upon time (the "Inventory Cutoff"). The quantities of Inventories observed and counted during the taking of the physical inventory, upon being agreed to, shall be final and binding upon the parties. The Inventories shall be valued based on the actual invoice cost per pound of the relevant product. Buyer will identify pasta products produced after Inventory Cutoff with unique or separate lot numbers so as to allow the parties to easily identify and distinguish products made prior to and after the Inventory Cutoff.
Determination of Inventory. PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
Determination of Inventory. 8 2.5 Post-Closing Adjustment; Preparation of Statements.... 8 2.6
Determination of Inventory. 2.4.3.1 Olympus acknowledges receipt of a listing of the Olympus Product Inventory as of July 31, 2005, itemized by Class, model number, quantity, location, and Landed Cost.
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.
Determination of Inventory. On April 30, 1999, or shortly thereafter (but no later than May 30, 1999), Seller shall conduct an inventory count of all merchandise located at Carson City, Nevada, Teterboro, New Jersey and Danvers, Massachusetts to establish the net book value of the Inventory as of the Effective Date. Buyer shall have a representative and Seller shall have its accountant ("Seller's Accountant") present during the inventory count.
Determination of Inventory. 2 2.4 Post-Closing Adjustment.......................................... 3 2.5
Determination of Inventory. The quantity and valuation of the inventory of the Company and Microdot UK (the "Inventory") shall be determined as follows:
