Inventory Procedures Sample Clauses

Inventory Procedures. Within five days of Closing, the quantities of Inventory to be purchased and sold hereunder shall be determined by an itemized inventory to be taken at such time as Buyer and Seller mutually agree and shall be adjusted to book as of the Closing Date based upon a physical inventory pursuant to which all Inventory will be counted as to quantity and value by personnel of Seller and Buyer using the same procedures normally used by Seller to take inventories of the type of Inventory being counted consistent with the Past Practices (a written copy of such procedures has been provided by Seller to Buyer and is attached as Schedule 1.1(P)); provided, that if Buyer and Seller shall mutually agree, an outside inventory service or services (the "Inventory Service") mutually selected by Seller and Buyer may be selected to take such inventory. The Inventory Service shall follow GAAP and the Past Practices in taking such inventory. Both Buyer and Seller will have the right to have Representatives present to observe the physical inventories. Any disputes as to the physical count of any item of Inventory will, if possible, be resolved while such physical inventory is being taken. Any unresolved disputes regarding the physical count of any item of Inventory not resolved by 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, or if they are unable to agree then by the Inventory Service. The determination of any third party so engaged shall be final and binding on the parties. The fees and expenses of the Inventory Service shall be borne by Buyer and Seller equally. Any disputes as to the usability, valuation or salability of any item of Inventory will be resolved in connection with the determination of the Closing Net Asset Value, or sooner if the parties can so agree. Any unresolved disputes with respect to the usability, valuation or salability of any item of Inventory will be referred to the Independent Accountant and resolved pursuant to the procedures set forth in Section 2.5(d) as if the amount was the subject of an Objection Notice. The Independent Accountant shall follow GAAP and the Past Practices in determining the usability, valuation or salability of any item of Inventory and the determination of the Independent Accountant on any such matter shall be final and binding on the parties.
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Inventory Procedures. The term "Inventory Procedures" shall mean the Inventory Procedures as set forth in Exhibit A hereto.
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Inventory Procedures. The parties hereto acknowledge that the Purchase Price has been based in part on the Purchased Assets including Inventory as of the Effective Time which is adequate for the operation of the Business in the Ordinary Course of Business and which has a value of at least Ten Million Dollars ($10,000,000.00) (the “Inventory Threshold”). For purposes of determining the value of the Inventory as of the Effective Time (the “Inventory Value”), the Inventory included in the Purchased Assets shall be measured and valued as of the Effective Time in accordance with the following inventory determination and valuation procedures:
Sample 1
Inventory Procedures. The Inventory will be measured as of the Effective Time and calculated pursuant to the Inventory Procedures attached hereto as Exhibit 2.2(a) (the “Inventory Procedures”).
Sample 1
Inventory Procedures. Purchaser shall purchase all of Seller's Inventory which is of a type consistent with the Inventory that Seller has maintained in the past and which consists of video game platforms, video games and related products. (Hereinafter, the items of Inventory which satisfy the foregoing requirements are referred to as "Qualifying Inventory".) The purchase price for Qualifying Inventory will be its Average Cost; provided, however, that to the extent there are items of Qualifying Inventory that are obsolete, as described below, or which are damaged used goods, Purchaser shall be entitled to reduce the amount paid for the Inventory by the Average Cost of all such obsolete or damaged items, but such reduction shall not exceed an amount equal to one percent (1%) of the Average Cost of all Qualifying Inventory. For these purposes, an item of Inventory shall be considered obsolete if it is any of the following video game platforms or a video game which runs on any of, or other products specific to, said platforms:
Sample 1
Inventory Procedures. After the close of business with respect to the Store on May 30, 1998, (i.e., after 9:00 P.M.) or on the Effective Date at 7:00 A.M., whichever time and date are mutually agreed upon by 2Connect and BAC, a physical inventory shall be taken to determine all merchandise located at the Store. 2Connect and BAC shall prepare a mutually agreed upon inventory list showing in detail the quantities and costs of each item of inventory (hereinafter referred to as "the Inventory").
Sample 1
Inventory Procedures. The Inventory Price shall be determined by extending the physical inventory at the valuation methods set forth in Exhibit BB. At the Closing, Purchaser shall pay Sellers the sum of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) on account of petroleum inventory and THREE MILLION DOLLARS ($3,000,000) on account of merchandise Inventory (the sum of such amounts, or $6,500,000, is referred to as the “Estimated Inventory Price”). On the day of the Closing or such other dates as may be mutually agreed by the parties, Purchaser and Sellers shall conduct or cause to be conducted an inventory audit or review (the “Inventory Review”) of all Inventory located on the Sites in accordance with the procedures set forth in Exhibit BB attached hereto. Purchaser and Sellers recognize that to inventory all Sites could take up to three (3) or more days and the procedure is designed to recognize this possibility. Based on the Inventory Review, Purchaser and Sellers shall compute the final Inventory Price. At the Closing, Purchaser shall wire transfer to Sellers the Estimated Inventory Price, with such amount consisting of the estimate for merchandise and the estimate for petroleum products. In the event that, upon completion of the Inventory Review, Purchaser and Sellers cannot agree on the proper Inventory Price, and related adjustment necessary due to the payment by Purchaser of the Estimated Inventory Price, Purchaser shall immediately pay Sellers by wire transfer the lower of the two amounts that Purchaser and Sellers contend to be the proper Inventory Price, after first deducting the Estimated Inventory Price payment previously made and contingent upon the lower of the two amounts being greater than the Estimated Inventory Price. If the lower of the two amounts is less than the Estimated Inventory Price, Sellers shall immediately pay Purchaser such difference in amounts by wire transfer. If Purchaser and Sellers are unable to resolve the dispute regarding the Inventory Price, the same shall be submitted to arbitration in accordance with the provisions of Article 27. Upon resolution of the dispute, whether by negotiation or arbitration, Sellers or Purchaser, as appropriate, shall immediately pay, or retain, as applicable, the appropriate amount as determined by the arbitrator or through negotiation. To the extent that Purchaser and Sellers retain third parties to conduct one or more of the Inventory Reviews, Purchaser shall pay the fees and expenses of such thir...
Sample 1
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Related to Inventory Procedures

  • Mandatory Procedures The parties agree that any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article, and that such procedures constitute legally binding obligations that are an essential provision of this Agreement. If either party fails to observe the procedures of this Article, as may be modified by their written agreement, the other party may bring an action for specific performance of these procedures in any court of competent jurisdiction.

  • Collection Procedures (a) On or before the Closing Date, the Seller and the Purchaser shall have established and shall maintain thereafter the system of collecting and processing Collections of Receivables in accordance with Section 2.02 of the Servicing Agreement.

  • Billing Procedures The Partnership will reimburse ETRN, or the ETRN Entities providing the G&A Services, as applicable (the “Service Provider”), for billed costs no later than the later of (a) the last day of the month following the performance month, or (b) thirty (30) business days following the date of the Service Provider’s billing to the Partnership. Xxxxxxxx and payments may be accomplished by inter-company accounting procedures and transfers. The Partnership shall have the right to review all source documentation concerning the liabilities, costs, and expenses upon reasonable notice and during regular business hours.

  • Proration Procedures All Term Loans offered in Return Bids (or, if applicable, any component bid thereof) constituting Qualifying Bids equal to the Applicable Threshold Price will be purchased at a purchase price equal to the Applicable Threshold Price; provided that if the aggregate principal amount of all Term Loans for which Qualifying Bids have been submitted in any given Auction equal to the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Term Loans purchased below the Applicable Threshold Price), the Offeror shall purchase the Term Loans for which the Qualifying Bids submitted were at the Applicable Threshold Price ratably based on the respective principal amounts offered and in an aggregate amount up to the amount necessary to complete the purchase of the Auction Amount. For the avoidance of doubt, no Return Bids (or any component thereof) will be accepted above the Applicable Threshold Price.

  • Reply Procedures In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

  • Company Procedures Whenever the Company is required by this Agreement to effect the registration of any Registrable Securities under the Securities Act pursuant to a registration statement, the Company shall use its best efforts to effect each such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall, as soon as practicable:

  • Transition Procedures Upon the expiration or termination of the Term of this Lease, for whatever reason (other than a purchase of the Leased Property by Lessee), Lessor and Lessee shall do the following (and the provisions of this Section 2.3 shall survive the expiration or termination of this Lease until they have been fully performed) and, in general, shall cooperate in good faith to effect an orderly transition of the management and/or lease of the Hotel:

  • Selection Procedures In selecting the Loan Assets to be Pledged pursuant to this Agreement, no selection procedures were employed which are intended to be adverse to the interests of the Lenders.

  • Allocation Procedures On each Business Day, the Credit Facility Team shall seek to collect data on the uninvested cash of Funds listed on Schedule B hereto from such Funds’ custodian. On each occasion that a Fund delivers Borrowing Instructions to the Credit Facility Team, the Credit Facility Team will seek to match the amount and term of the Fund’s borrowing needs with the cash available from the Funds that have provided Lending Instructions in accordance with allocation and administrative procedures established by the Board of Trustees. The Credit Facility Team shall allocate the borrowing demand and lending needs among the Funds on what the Credit Facility Team deems to be an equitable basis and in accordance with the Interfund Lending Procedures. The Credit Facility Team shall not solicit cash for Loans from any Funds or publish or disseminate the amount of any current borrowing demand to the Adviser’s investment personnel. No Loan may be made unless the Interest Rate is more favorable for the Lender than both the OTD Rate and the Repo Rate and more favorable for the Borrower than the Bank Loan Rate.

  • Loan Procedures 19 2.2.1 Various Types of Loans.................................................................. 19 2.2.2 Borrowing Procedures.................................................................... 19 2.2.3 Conversion and Continuation Procedures.................................................. 20 2.3

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