Inventory Adjustment. The Seller shall within 15 days after the Closing Date procure that a statement of the Inventory as existing on the Closing Date (the "Inventory Statement"), which shall be prepared in accordance with the procedures and valuation rules set forth in Schedule 3 and, to the extent consistent with Schedule 3, applicable Norwegian accounting principles applied in the same manner as has been historically used by Seller As soon as the Inventory Statement shall have been prepared, the Seller shall send a draft copy thereof to the Buyer. Unless the Buyer shall within 15days after receipt of the Inventory Statement give a notice (an "Objection Notice") to the Seller that it objects to the Inventory Statement (identifying the reason for any objection and the amount(s) or item(s) in the Inventory Statement which is/are in dispute), the Buyer shall be deemed to have irrevocably approved and agreed to the Inventory Statement in the form of the draft provided by the Seller. If, within the period referred to in paragraph (iii), the Buyer shall give an Objection Notice, then the Seller and the Buyer shall use their reasonable endeavours to reach agreement upon adjustments to the draft Inventory Statement. In the event that the Seller and the Buyer fail to reach agreement within 30 days following delivery of the Objection Notice, each of the Seller or the Buyer shall be entitled to refer the matter(s) in dispute to PricewaterhouseCoopers. Such independent firm of state authorised auditors shall determine the matter(s) in dispute and their decision shall be final and binding in the absence of manifest error. The independent firm of state authorised auditors may instruct valuers, lawyers and other professional advisers to the extent that they consider necessary to assist them in reaching their determination. The costs of the independent firm of state authorised auditors (including the fees of any professional advisers appointed by them as aforesaid) shall be borne by the Seller and the Buyer equally. If within the period referred to in paragraph (iii) the Buyer shall not have given an Objection Notice or, if such notice is given and the Seller and the Buyer shall subsequently agree the draft Inventory Statement or the matters in dispute are referred to an independent firm of state authorised auditors under Clause 1 (f) (v), the draft Inventory Statement as adjusted (where applicable) so as to be in accordance with the agreement of the Seller and the Buyer or the determination...
Inventory Adjustment. (A) Following the Closing Date, Buyer shall determine the estimated number of units, for each Inventory Category, that (i) have been shipped and for which invoices have been issued on or prior to the Closing Date and (ii) remain in the possession of distributors or retailers and have not been sold through to end users (such number being the “Preliminary Inventory Level” for such Inventory Category). No later than forty-two (42) days after the Closing Date, Buyer shall deliver to Seller a report (the “Preliminary Inventory Report”) showing the Preliminary Inventory Level for each Inventory Category. Following delivery of the Preliminary Inventory Report, the Final Inventory Report showing the Final Inventory Level for each Inventory Category shall be determined in accordance with the procedures set forth in Section 2(d)(vi) below.
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) 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.
Inventory Adjustment. (a) For purposes of this Agreement, “
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.
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”).
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”):
