Inventory Purchase Price. The Selling Parties shall conduct or shall engage a mutually acceptable inventory valuation firm, at the expense of the Buyers, to conduct, commencing at the close of business on the Business Day immediately preceding the Closing Date or on such other date mutually agreed upon by the Buyers and the Selling Parties prior to Closing, a full review and valuation of the Inventory (the “Inventory Count”). The Inventory Count shall be (i) conducted at times and in a manner so as not to unreasonably interfere with the Sellers’ operation of the Business, (ii) completed not later than the Closing Date and (iii) completed in accordance with the rules set forth in Annex B (the “Calculation Rules”). Representatives of Buyers may, at Buyers’ election, observe and confirm such Inventory Count. Upon the completion of the Inventory Count, the Buyers and the Selling Parties shall each execute a jointly prepared statement setting forth the quantity of each item of Inventory as identified during the Inventory Count (the “Inventory Count Statement”). In addition, upon completion of the Inventory Count, the aggregate value of the Inventory as of the completion of the Inventory Count, valued according to the Calculation Rules and Inventory Count Statement (the “Inventory Value”), shall be determined by the Selling Parties in good faith. The Inventory Count as determined pursuant to this Section 1.11 shall be the price payable by Buyers for the Inventory (the “Inventory Purchase Price”) and included in the consideration set forth in Section 1.06 of this Agreement. On the fifth Business Day following the date on which the Inventory Purchase Price is determined in accordance with this Section 1.11: (i) if the Inventory Purchase Price exceeds the Estimated Inventory Purchase Price, Parent shall pay BioScrip, by wire transfer of immediately available funds the amount by which the Inventory Purchase Price exceeds the Estimated Inventory Purchase Price; and (ii) if the Inventory Purchase Price is less than the Estimated Inventory Purchase Price, BioScrip shall pay Parent, by wire transfer of immediately available funds the amount by which the Inventory Purchase Price exceeds the Estimated Inventory Purchase Price. For the avoidance of doubt, if the Inventory Purchase Price equals the Estimated Inventory Purchase Price, no amounts will be due and payable.
Inventory Purchase Price. In accordance with the Asset Purchase Agreement, the Inventory Purchase Price shall be determined based on the prices determined pursuant to SECTION 1.6(b) to the Asset Purchase Agreement with respect to the Negotiated Inventory (including the coal located at the Chicago Coke Battery) identified in the Closing Date Inventory (as adjusted, if adjusted, pursuant to SECTION 2.2) plus (without duplication) $350,000 for the Excess Supplies.
Inventory Purchase Price. (i) Prior to the Initial Closing, the Parties shall commission RGIS, LLC (the “Third Party Valuator”) to conduct a valuation of each Pharmacy’s Inventory (each an “Inventory Audit”), and at the Initial Closing, Seller shall deliver to Buyer Inventory Documentation with respect to all Inventory in Seller’s possession as of the date of the Initial Closing. Seller and Buyer shall be permitted to each have one or more representatives present to observe each Inventory Audit. Each Inventory Audit shall be performed on the applicable Closing Date with respect to Inventory as of the close of business on the day prior to such Pharmacy’s applicable Closing Date (or, in the case of a 24-hour Pharmacy, with respect to Inventory as of 11:59 p.m. (in such Pharmacy’s time zone) on the day prior to such Pharmacy’s applicable Closing Date), as set forth on the Closing Schedule. Each Inventory Audit shall be conducted, and the value ascribed to each item of Inventory by the Third Party Valuator in determining the aggregate value of the applicable Pharmacy’s Inventory (the “Inventory Value”) shall be determined, in accordance with the inventory count and valuation procedures set forth on Schedule 2.2(c). The costs and expenses of the Third Party Valuator are to be paid 50% by Seller and 50% by Buyer. 11
Inventory Purchase Price. The purchase price for the Inventory (the "Inventory Purchase Price") shall be as follows:
Inventory Purchase Price. Immediately following the Closing, Buyer will commence a physical inventory (the "Post Closing Inventory") of the Inventory. Such Post Closing Inventory shall be reviewed by Buyer's independent auditors. The Inventory Purchase Price shall be an amount equal to eighty percent (80%) of the amount of Allocated Inventory, as determined by the Post
Inventory Purchase Price. “Inventory Purchase Price” means the portion of the Purchase Price to be paid for the Inventory, exclusive of Finished Goods and items of Raw Materials listed on Table 2.3A as having a Valuation % of zero percent (0%), or a designation of “N/A,” in Column 5 of Part B.
Inventory Purchase Price. The purchase price payable by Ninn to PPM for the Inventory shall consist of and be paid by Ninn as follows:
Inventory Purchase Price. As further consideration for Purchased Inventory, Buyer shall pay Seller the Inventory Purchase Price, which shall be determined in accordance the terms of this Section 5.3. No later than thirty (30) days after the Closing Date, Buyer and Seller shall (a) take an inventory of all items of Purchased Inventory and (b) jointly prepare a schedule in substantially the form of Exhibit A (the “Inventory Statement”) setting forth all items of Purchased Inventory as of the Closing Date and for each such item of Purchased Inventory, (i) its description (including item number assigned thereto), (ii) quantities, (iii) value at the lower of cost or market price for each Purchased Inventory item as of the Closing Date, and (iv) the total value of the Purchased Inventory (as calculated pursuant to subsection (iii)) listed in the Inventory Statement (the “Inventory Purchase Price”). Within five (5) Business Days after the determination of the Inventory Statement and corresponding Inventory Purchase Price, Buyer shall pay to Seller the Inventory Purchase Price by wire transfer of immediately available funds to an account designated by Seller in writing. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement or otherwise, Buyer will not purchase, acquire or otherwise assume and shall not be responsible to pay for any items of the Excluded Inventory.
Inventory Purchase Price. The portion of the Additional Purchase Price payable by Olympus to Carsen with respect to the Inventory (the “Inventory Purchase Price”) will be:
Inventory Purchase Price. As consideration for the sale and delivery of the Inventory and the representations and covenants contained herein, on the Closing Date, Buyer shall pay to Seller two million nine hundred thousand United States of America Dollars ($2,900,000) in cash (the “Inventory Purchase Price”), plus applicable V.A.T., in immediately available funds by bank wire transfer to a bank in Sweden in accordance with the payment instructions and to the account set forth on Schedule 2.2 attached hereto.
