Inventory Adjustment Sample Clauses

Inventory Adjustment. Notwithstanding anything else to the contrary in this Agreement, at any time during the term of this Agreement Tech Data may return to AT&T PARADYNE Products with an aggregate return price equal to [***] of the total aggregate purchase price of Products delivered to Tech Data during the year [***]. Tech Data shall obtain a AT&T PARADYNE issued Return Equipment Authorization ("REA") number, which shall not be unreasonably withheld, for all Product returned under this Section 3.7, and shall accompany all such returns with an order for Product in an amount equal to [***]. Upon receipt of such Products, AT&T PARADYNE shall credit Tech Data with an amount equal to [***]. To be eligible for such a return, Product must be in its original, unopened package. All freight charges for returned Products will be paid by Tech Data. In addition, Tech Data shall have the right to return for full credit, without limitation as to the dollar amount, all Products that become obsolete or AT&T PARADYNE discontinues or are removed from AT&T PARADYNE's current price list; provided Tech Data returns such Products within ninety (90) days after Tech Data receives written notice that such Products are obsolete, discontinued or are removed from AT&T PARADYNE's price list.

Inventory Adjustment. (a) At least one business day prior to the Closing, Seller shall deliver to Purchaser its good faith estimate of the net book value of the Transferred Inventory as of the Closing Date (the “Estimated Inventory Value”). Part 1.5(a) of the Disclosure Letter contains an example calculation of Estimated Inventory Value as of October 5, 2013. The Closing Payment will be adjusted upwards or downwards as follows: (i) if Estimated Inventory Value exceeds $9,000,000 (the “Inventory Value Target”), then the Closing Payment will be increased by such excess, and (ii) if the Estimated Inventory Value is less than the Inventory Value Target, then the Closing Payment will be reduced by the amount by which Estimated Inventory Value is less than the Inventory Value Target. (b) Any amount by which the net book value of the Transferred Inventory as of the Closing Date (the “Closing Date Inventory Value”) is less than the Inventory Value Target will reduce the Purchase Price, and any amount by which the Closing Date Inventory Value is greater than the Inventory Value Target will increase the Purchase Price. (c) Within 70 calendar days of the Closing Date, the Seller shall prepare and deliver to the Purchaser a statement setting forth the calculation of the Closing Date Inventory Value, including the components thereof. (d) The Purchaser will notify the Seller in writing of any objections to the Seller’s computation of Closing Date Inventory Value within 15 calendar days after the Purchaser receives the statement thereof. If the Purchaser does not notify the Seller of any such objections by the end of that 15-day period, then the Closing Date Inventory Value will be considered final at the end of the last day of that 15-day period. If the Purchaser does notify the Seller of any such objections by the end of that 15-day period and the Purchaser and the Seller are unable to resolve their differences within 15 calendar days thereafter, then the Purchaser and the Seller will instruct their respective accountants to use commercially reasonable efforts to resolve such disputed items to their mutual satisfaction and to deliver a final calculation of Closing Date Inventory Value to the Purchaser and the Seller as soon as reasonably possible. If the Purchaser’s accountants and the Seller’s accountants are unable to resolve any such disputed items within 15 calendar days after receiving such instructions, then the remaining disputed items and the value attributable to them by each of th...

Inventory Adjustment. NetIQ agrees to accept return of overstocked Products -------------------- as determined by Tech Data, in Tech Data's reasonable discretion. Shipments of Products being returned shall be new, unused and in sealed cartons. Vendor shall credit Tech Data's account in the amount of the Return Credit.

Inventory Adjustment. (a) Within 90 days following the Closing Date, Acquiror will prepare and deliver to Seller a statement setting forth Acquiror’s calculation of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Statement”). The Closing Statement will be prepared in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s r...

Inventory Adjustment. (a) For purposes of this Agreement, “Inventory Adjustment Amount” means the difference (positive or negative) between the Inventory Value as of 5:00 p.m. EST on the Closing Date (the “Closing Inventory Value”) and $2,000,000 (the “Current Inventory Value”) (i.e. Inventory Adjustment Amount equals Closing Inventory Value minus Current Inventory Value). For purposes of this Agreement “Inventory Value” means the fair market value of the Inventory calculated in accordance with the principles and methodologies set forth on Schedule 2.9.

Inventory Adjustment. The Closing Date Inventory Amount shall be determined as follows: (i) The Buyer and the Seller shall jointly engage the Neutral Accountant to make a physical count of the Inventory no earlier than thirty (30) days prior to the Closing Date and a determination of the book value of the Inventory as of the Closing Date determined in accordance with Section 1.2(d)(ii). With respect to any Inventory location for which (A) the third party service provider that manages such Inventory location has received an unqualified opinion on a Report on Controls Placed in Operation and Tests of Operating Effectiveness (SAS 70 Type II) or (B) the net book value of the Inventory at such location is less than $100,000, the Parties will rely on the physical count made by the third party service provider that manages such Inventory location, provided that such physical count is made no earlier than thirty (30) days prior to the Closing Date. The Parties will rely upon the physical count made by any such third party service provider to calculate the net book value of the Inventory at the locations referenced in the preceding sentence on the Closing Date. The fees and expenses of the Neutral Accountant shall be shared equally by the Buyer and the Seller, with each Party being severally, but not jointly, responsible for one half (1/2) of such fees and expenses. (ii) The Buyer and the Seller shall each be permitted to have one or more representatives present during such physical count. The Neutral Accountant shall (A) determine the book value of the Inventory in accordance with GAAP, which Inventory shall also exclude the Expired Inventory, and be valued at the lower of cost or net realizable value on a first-in, first-out basis and (B) deliver on the Closing Date to the Buyer and the Seller a report (the "Actual Closing Date Inventory Report"), which shall be binding on the Buyer and the Seller, reflecting its determinations regarding the book value of the Inventory and setting forth the specific adjustments to the Inventory amount if any (the "Actual Closing Date Inventory Amount"). Notwithstanding anything contained herein to the contrary, in no event shall the Actual Closing Date Inventory Amount exceed $1,800,000.

Inventory Adjustment. The Purchase Price shall be adjusted, -------------------- thirty (30) calendar days after Closing, on a dollar-for-dollar basis pursuant to the procedures set forth below, by the amount, if any, by which the Inventory Value as of the Closing Date is greater or less than $834,000. In the event of a Purchase Price reduction as contemplated hereby, the cash portion of the purchase price will be reduced. "Inventory Value" shall mean the lower of (x) vendor cost as last received (excluding all freight and other charges) and (y) market value (excluding any non-salable or obsolete merchandise, parts or supplies) as of the Closing Date, as determined in accordance with generally accepted accounting principles. Inventory Value shall be determined pursuant to a physical inventory to be taken on or promptly following the Closing Date, and shall be finalized within 15 business days following the Closing Date (except to the extent that particular matters are referred to a third party for resolution as described below). In connection with such physical inventory, all items of Inventory will be counted as to quantity, and assessed as to salability, by personnel of Sellers and Buyer using the same procedures normally used by Buyer to take inventories of the type of Inventory being counted. Any disputes as to the physical count, condition, salability or obsolescence of any item of Inventory will, if possible, be resolved while such physical inventory is being taken. Any disputes regarding the foregoing not resolved by the 15th business day following the Closing Date will be separately listed and settled as soon as expeditiously practicable thereafter by the parties or by another independent third party mutually acceptable to both parties, and in any event will be resolved no later than the 30th calendar day following the Closing.

Inventory Adjustment. (a) To the extent that the Inventory Amount (as defined below) as of the Closing Date, exceeds $1,700,000, the Tentative Purchase Price shall be increased by the amount of such excess, and to the extent that the Inventory Amount is less than $1,700,000, the Tentative Purchase Price shall be decreased by the amount of such deficiency (such positive or negative amount hereinafter referred to as the “Inventory Adjustment Amount”). For purposes hereof, “Inventory Amount” means (i) the cost of the inventory as of the Closing Date, as determined in accordance with the provisions of this Section 2.2 below and consistent with the methodology used in preparing the November 30, 2006 Financial Statements (as defined in Section 3.5), which the parties acknowledge and agree includes certain allocated charges above just the purchase cost, except that no adjustment will be made to reflect any market pricing of the Inventory, multiplied by (ii) 0.9. (b) A physical inventory shall be conducted in good faith by the parties as of the Closing Date (which the parties will begin on June 29) for purposes of determining the Inventory Amount. The Inventory Amount shall be determined based on such physical inventory using the aggregate cost of Annaco’s Inventory as of the Effective Time calculated in the manner described in this Section 2.2, and the Inventory Adjustment Amount, as so determined, shall be added to or deducted from the Tentative Purchase Price, as the case may be, based on such calculation. (c) Annaco and Buyer will attempt in good faith to agree on the Inventory Amount and the Inventory Adjustment Amount as of the Effective Time before the Closing Date. If the parties cannot agree on the Inventory Amount and the Inventory Adjustment Amount before the Closing Date, each of Annaco and Buyer will (i) for a period of thirty (30) days following the Closing Date, cooperate in good faith to mutually agree upon the Inventory Amount and the Inventory Adjustment Amount and (ii) if the parties cannot reach an agreement during such thirty (30) day period, submit its determination of the Inventory Amount to a mutually agreed upon referee (the “Referee”) and the Referee shall make the final determination thereof. Such determination shall be made in accordance with the provisions hereof within 30 days after submission to the Referee; and the Referee’s determination shall be final, conclusive and binding on Annaco and Buyer. Buyer and Annaco agree to share equally the cost and expe...

Inventory Adjustment. (i) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to VI a statement (the “Inventory Statement”) setting forth its calculation of the book value of the Inventory calculated in accordance with GAAP as of the Closing Date (such value, the “Inventory Amount”). (ii) The “Inventory Adjustment” shall be an amount equal to the Inventory Amount minus $1,097,366 (the “Target Inventory Amount”). If the Inventory Adjustment is a positive number, Purchaser shall pay to VI an amount equal to the Inventory Adjustment. If the Inventory Adjustment is a negative number, Seller and Purchaser shall immediately execute a joint instruction to the Escrow Agent directing the Escrow Agent to pay to Purchaser an amount equal to the absolute value of the Inventory Adjustment out of the Escrow Fund (as defined in the Escrow Agreement).