Estimated Inventory Value Sample Clauses

Estimated Inventory Value. At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement (the "Estimated Inventory Value Statement") setting forth its good faith estimate of the Inventory Value (the “Estimated Inventory Value”).
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Estimated Inventory Value. No later than three (3) Business Days prior to the Closing, Seller shall deliver to Buyer as part of the Estimated Net Working Capital Statement in accordance with Section 2.3(b) of the Agreement, a statement (the “Estimated Inventory Valuation Statement”) setting forth Seller’s reasonable good faith estimate of the Inventory Value as of the Closing Date, as determined in accordance with Seller’s books and records and this Exhibit (the “Estimated Inventory Value”), together with supporting calculations and information used to determine the Estimated Inventory Value.
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Estimated Inventory Value. Estimated Inventory Value" shall mean Sellers' estimate of the Inventory Value, not to exceed One Million One Hundred Thousand Dollars ($1,100,000.00).
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Estimated Inventory Value. Buyer and Seller shall cooperate in good faith to conduct a physical count and measurement of the Inventory on hand, as of 6:00 p.m. (Central Time) on the day before the Closing Date in accordance with the procedures set forth in Schedule 2.3(c). Promptly following completion of such Inventory count and measurement, Buyer and Seller shall agree in good faith upon an estimate of Inventory Value as of the Closing Date (the “Estimated Inventory Value”) in accordance with Schedule 2.3(c); provided, however, that if Buyer and Seller are unable to agree upon the amount of the Estimated Inventory Value, then the Estimated Inventory Value shall be Buyer’s good faith estimate of Inventory Value as of the Closing Date.
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Estimated Inventory Value. The definition of the term "Estimated Inventory Value" is hereby amended and restated in its entirety to read as follows:
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Estimated Inventory Value. (a) Five (5) Business Days prior to the Closing Date, the Sellers shall deliver to the Purchaser a notice setting forth their good faith estimate of the total quantity of Inventory that the Sellers expect to sell, convey, transfer, assign and deliver to the Purchaser on the Closing Date, together with the Sellers’ good faith estimate of the Inventory Value (the “Estimated Inventory Value”).
Sample 1
Estimated Inventory Value. (a) (i) Five (5) Business Days prior to the Polymers Closing Date, the Sellers (other than Huntsman Petrochemical) shall deliver to the Purchaser a notice setting forth their good faith estimate of the total quantity of Polymers Inventory that such Sellers expect to sell, convey, transfer, assign and deliver to the Purchaser on the Polymers Closing Date, together with such Sellers’ good faith estimate of the Inventory Value attributable to the Polymers Inventory (the “Estimated Polymers Inventory Value”).
Sample 1
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Related to Estimated Inventory Value

  • Inventory Adjustment (a) No more than three (3) days prior to Closing, a physical count of all saleable inventory, raw materials, castings, grates and other ancillary products included in the Seller Assets (the “Closing Inventory”) shall be carried out at the Designated Plants by representatives of each of the Seller and the Purchaser, which physical count shall be carried out in a manner mutually agreed upon by the parties. For the purposes of this Section 3.1(a), “saleable” inventory shall mean (i) finished goods, which are of first quality and saleable in the ordinary course without discount, and (ii) all raw materials, castings, grates and other ancillary products that are useable in the production of pipe and precast products or otherwise suitable for resale, unless obsolete, damaged or cosmetically impaired. The representatives of each of the Purchaser and the Seller shall attempt, in good faith, to resolve any disputes which may arise during the physical count of the inventory. Upon completion of the physical count of the inventory, the representatives of each of the Seller and the Purchaser shall agree upon and execute a statement setting forth either (i) the final physical count of the inventory in the event that the representatives agree on such final physical count or (ii) the final physical count of the inventory of each of the Seller and the Purchaser in the event that the representatives were unable to resolve in good faith any disputes during the physical inventory count, noting such items of dispute (the “Disputed Seller Inventory Items”) therein. The value of Closing Inventory shall be determined in accordance with the Inventory Methodology. In the event that there are any Disputed Seller Inventory Items, such Disputed Seller Inventory Items shall be resolved following the Closing pursuant to the dispute resolution procedures set forth in Section 3.2 and the final physical count agreed to by the parties or resolved pursuant to Section 3.2 shall be final and binding on the parties, including for purposes of determining the Closing Inventory. (b) No later than 90 days after the Closing Date (or if such day is not a Business Day, the next Business Day), the Purchaser shall deliver to the Seller a certificate executed by the

  • As to Equipment and Inventory The Grantor hereby agrees that it shall

  • Eligible Inventory As to each item of Inventory that is identified by any Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory.

  • Merchantable Inventory All Inventory is in all material respects of good and marketable quality, free from all material defects.

  • Book Value The value of an asset on the books of the Company, before allowance for depreciation or amortization.

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

  • Accounts and Inventory Each Account or item of Inventory which Borrower shall, expressly or by implication, request Lender to classify as an Eligible Account or as Eligible Inventory, respectively, shall, as of the time when such request is made, conform in all respects to the requirements of such classification as set forth in the respective definitions of "Eligible Account" and "

  • Returned Inventory If an Account Debtor has an authorized return and returns any Inventory covered by such return to such Grantor when no Event of Default exists, then such Grantor shall promptly determine the reason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. Such Grantor shall deliver a monthly report to the Administrative Agent setting forth all such returns involving an amount in excess of $10,000,000. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to such Grantor when an Event of Default exists, such Grantor, upon the request of the Administrative Agent, shall: (i) hold the returned Inventory in trust for the Administrative Agent; (ii) dispose of the returned Inventory solely according to the Administrative Agent’s written instructions; and (iii) not issue any credits or allowances with respect thereto in an amount exceeding $500,000 in the aggregate during any Fiscal Month without the Administrative Agent’s prior written consent. All returned Inventory shall be subject to the Administrative Agent’s Liens thereon. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor with respect to such returned Inventory and such returned Inventory shall not be Eligible Inventory unless such Inventory constitutes Third Party Logistics Goods.

  • Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

  • Location of Equipment and Inventory All Equipment and Inventory are (i) located at the locations indicated on Schedule 4 (ii) in transit to such locations or (iii) in transit to a third party purchaser which will become obligated on a Receivable to the Debtor upon receipt. Except for Equipment and Inventory referred to in clauses (ii) and (iii) of the preceding sentence, the Debtor has exclusive possession and control of the Inventory and Equipment.

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