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) 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. (a) For purposes of this Agreement, the term "Inventory Value" shall be determined in accordance with GAAP applied on a consistent basis with the accounting principles and methodologies historically used by the Sellers, which were used to prepare the statement of product contribution set forth on Schedule 2.06 (the "Valuation Principles"), determined as if the Closing Date were the Company's normal year end.
(b) Sellers and Purchaser have jointly conducted a physical count of the Inventory as of the Closing Date pursuant to the procedures set forth on Exhibit 1.04(b) hereto. Such physical count was observed by the Independent Accountant. All fees and expenses of the Independent Accountant incurred in this capacity shall be billed to and shared equally by the Sellers and Purchaser. Such physical inventory count occurred on August 25, 2001, August 26, 2001 and August 27, 2001. Within five business days following the physical count, the Sellers shall calculate in good faith and in accordance with the Valuation Principles the Inventory Value for the Inventory as of the Closing Date and deliver a certificate indicating such Inventory Value to the Purchaser (the "Inventory Calculation"). For purposes of the Inventory Calculation, Inventory in transit on the Closing Date shall not be included in the calculation of Inventory Value. Purchaser shall pay Sellers, at Sellers' cost, for any such Inventory in transit on the Closing Date. Sellers shall deliver such Inventory to Purchaser upon receipt of payment from Purchaser.
(c) If the Purchaser disagrees in good faith with the Inventory Calculation, the Purchaser shall provide a detailed objection to the Sellers in writing within ten (10) business days after receipt of notice from Sellers of the Inventory Calculation, and the
(d) In the event that the Inventory Calculation for the Inventory shall be less than $24.0 million ($24,000,000) (the "Minimum Inventory Value"), the Sellers shall pay to the Purchaser the shortfall. In the event that the Inventory Calculation for the Inventory shall be more than the Minimum Inventory Value, the Purchaser shall retain the excess Inventory without further payment to the Sellers for such excess. In the event of a shortfall, (i) any amounts owed by the Sellers to the Purchaser as a result of the Sellers' Inventory Calculation delivered pursuant to Section 1.04(b) shall be delivered to Purchaser within two (2) business days of delivery by Sellers of such notice of Inventory Calculati...
Inventory Adjustment. (a) Purchaser shall have between the Cut-Over until the date that is [***] after Cut-Over to conduct a physical inventory count of the Inventory, consistent with Seller’s past practice, (the “Adjustment Review Period”) in order to dispute the quantity of the Inventory identified on Schedule 1.1(a)(ii). Purchaser and its duly authorized representatives shall have the right to conduct a physical inspection and count of the Honeywell Inventory that will be shipped to Purchaser post Cut-Over (as defined in the Transition Services Agreement), and shall have the right to visit, observe and inspect the Inventory in order for Purchaser to verify the identify, count, and condition of the items included in the Inventory.
(b) After Adjustment Review Period, Purchaser shall have [***] days to dispute the Honeywell Inventory. If Purchaser has not given Seller written notice (a “Dispute Notice”) of Purchaser’s objection to the Honeywell Inventory quantities identified on Schedule 1.1(a)(ii) within such time period, then the Inventory identified on Schedule 1.1(a)(ii) shall be considered final.
(c) If Purchaser delivers a Dispute Notice to Seller prior to the end of the Adjustment Review Period, then Purchaser and Seller shall, during the [***] days following delivery of the Dispute Notice (or such additional time as the Parties may mutually agree), work together in good faith to reach agreement on the disputed items to agree on the value of the Inventory. “Final Inventory” means the Honeywell Inventory value (1) as shown in Schedule 1.1(a)(ii) if no Dispute Notice related to the Honeywell Inventory value is duly delivered pursuant to Section 1.5(b); or (2) if such a Dispute Notice is delivered, as agreed to by Purchaser and Seller pursuant to this Section 1.5(c).
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. 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. The Inventory used in the TNWC calculation shall only include inventory acquired within six months of the Closing Date, unless accepted by the Company as an appropriate inclusion in inventory (the “Current Inventory”). All inventory not included in the TNWC calculation shall be conveyed to Buyer at a price of $1 for all such inventory.
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. (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).
Inventory Adjustment. If the Final Inventory Value as determined pursuant to Section 3.3(a)(ii) above is greater than the Reference Inventory Value or less than the Reference Inventory Value, the Preliminary Purchase Price will be adjusted as follows (the “Inventory Value Adjustment”):
(A) If the Final Inventory Value exceeds the Reference Inventory Value, the Preliminary Purchase Price shall, automatically, without further action by the Parties, be increased by the amount by which the Final Inventory Value exceeds the Reference Inventory Value; and
(B) If the Reference Inventory Value exceeds the Final Inventory Value, the Preliminary Purchase Price shall, automatically, without any further action by the Parties, be decreased by the amount by which the Reference Inventory Value exceeds the Final Inventory Value.
