Determination of Inventory Value Sample Clauses

Determination of Inventory Value. Immediately following the close of business on the day preceding the date on which the Closing is to occur, the Buyer and the Seller shall jointly count and value the Inventory. The Inventory shall be valued at Seller's cost thereof.
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Determination of Inventory Value. (i) Attached hereto as Schedule 2.4(b)(i) is a complete list, prepared by Sellers, of all of the Inventory as of the Closing (the “Inventory Report”). The Inventory Report sets forth for each unit of inventory, the cost of such unit (which shall be calculated on a basis consistent with the past practices of Sellers), and the quantity of such unit that are saleable. For purposes of the foregoing sentence, an item of Inventory is “salable” if it is neither damaged or defective such that, but for the transactions contemplated by this Agreement, it would have been saleable by the Business in the ordinary course of business. The Inventory Report shall also include a subtotal for each unit of Inventory (price multiplied by quantity) and a total for all units (the sum of the subtotals). Buyer, or a certified public accountant employed by a large, independent certified public accounting firm selected by Buyer, shall have the right to perform a physical inventory observation (at any time within 45 days after the Closing) of the Inventory to review and audit the Inventory Report. During such 45-day period, Buyer and Buyer’s accountants will have the right to review the books and records of the Business related to the Inventory and Sellers’ preparation of the Inventory Report. If, within such 45-day period, Buyer determines that the quantity of any unit of Inventory included in the Inventory Report is overstated as of the Closing, then Buyer shall give Sellers written notice of such disagreement identifying the item(s) in dispute and the basis for such dispute. The parties shall use their reasonable efforts to reach agreement with respect to such disputed item(s) within ten (10) days following the delivery of such written notice from Buyer or such longer period as may be agreed upon by the parties (the “Resolution Period”). Notwithstanding anything in this Section 2.4(b)(i) to the contrary, except for claims for fraud or intentional misrepresentation, Buyer may not dispute the cost of any unit of Inventory as set forth by Sellers on the Inventory Report and there shall be no adjustment pursuant to this Section 2.4 with respect to the cost (as opposed to quantity) of any unit of Inventory.
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Determination of Inventory Value. The Inventory Value shall be determined based on Seller's standard cost as set forth on Schedule 4.2 ("Standard Costs") and a physical inventory of the Inventory as of the close of business on June 30, 1997 conducted by Seller on July 1, 1997 (July 15, 1997 in report of Inventory in Puerto Rico) (the "Closing Inventory"). A report of the Closing Inventory (the "Closing Inventory Statement") shall be prepared by Seller in accordance with generally accepted accounting principles ("GAAP") applied in a manner consistent with the accounting principles applied in the preparation of Seller's books and records and delivered to Purchaser not later than thirty (30) days after the date hereof. Seller shall make available to Purchaser and Purchaser's accountants its work papers with respect to the Closing Inventory Statement.
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Related to Determination of Inventory Value

  • Location of Inventory Except as set forth in Schedule 4.25, the Inventory of Borrowers and their Subsidiaries is not stored with a bailee, warehouseman, or similar party and is located only at, or in-transit between, the locations identified on Schedule 4.25 to this Agreement (as such Schedule may be updated pursuant to Section 5.14).

  • Administration of Inventory Borrower shall keep records of its and its Subsidiaries’ Inventory which records shall be complete and accurate and complete in all material respects. Borrower shall furnish to Agent Inventory reports concurrently with the delivery of each Borrowing Base Certificate described in subsection 8.1.4 or more frequently as requested by Agent, which reports will be in such other format and detail as Agent shall request and shall include a current list of all locations of Borrower’s Inventory. Borrower shall conduct a physical inventory no less frequently than annually and shall provide to Agent a report based on each such physical inventory promptly thereafter, together with such supporting information as Agent shall reasonably request.

  • Inventory Adjustment (a) Within 30 days after 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 close of business on the day immediately preceding the Closing Date, of the inventory of the Business, which statement shall be derived from a physical taking of such inventory as of such date and shall value inventory on the basis of the lower of cost or market value utilizing a first-in, first-out method in a manner consistent with Sellers' and the Companies' past practices and the standards and principles used in the preparation of the Unaudited Consolidated Statement of Net Investment Assets of the Business as of September 25, 2004 and shall otherwise be prepared in a manner consistent with Sellers' and the Companies' past practices with respect to perpetual inventory records; provided, that all amounts denominated in Canadian dollars that are part of the calculation of the value of inventory pursuant to this Section 2.05 shall be converted into U.S. dollars using the Closing Date Exchange Rate. 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, upon reasonable notice, such access to the books and records, to any other information, including working papers of Buyer's accountants, and to any employees of Buyer and its affiliates, in each case as may be reasonably necessary for Sellers to take such physical inventory, prepare the Closing Inventory Statement, respond to the Buyer's Inventory Objection (as defined in Section 2.05(b)) and prepare materials for presentation to the Arbitrator in connection with the matters contemplated by Section 2.05(c). If necessary, Buyer shall, after Closing, also provide or cause to be provided to Sellers and their designees such access as such persons may reasonably request to all facilities at which inventory of the Business is located in order to conduct such physical inventory. For the avoidance of doubt, the inventory of the Business to be valued pursuant to this Section 2.05 consists of the Inventory and all inventory of the Companies.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Location of Inventory and Equipment The Inventory and Equipment are not stored with a bailee, warehouseman, or similar party (without Foothill's prior written consent) and are located only at the locations identified on Schedule 6.12 or otherwise permitted by Section 6.12.

  • Determination of Interest Rate (a) The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Spread with respect to the applicable Interest Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or Section 2.2.3(f).

  • Determination of Borrowing Base The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate and Monthly Servicing Report delivered to the Administrative Agent.

  • Minimum Consolidated Net Worth Permit the Consolidated Net Worth of the Company at the end of any fiscal quarter to be less than US$11,250,000,000 (“Minimum Amount”).

  • Number and Amount of LIBOR Loans; Determination of Rate Each Borrowing of LIBOR Loans when made shall be in a minimum amount of $5,000,000, plus any increment of $1,000,000 in excess thereof. No more than four Borrowings of LIBOR Loans may be outstanding at any time, and all LIBOR Loans having the same length and beginning date of their Interest Periods shall be aggregated together and considered one Borrowing for this purpose. Upon determining LIBOR for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone or electronically and, if requested by Borrowers, shall confirm any telephonic notice in writing.

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