Inventory Valuation. (a) An Inventory Amount with respect to the Closing, a Subsequent Closing or the Distribution Center Closing shall be calculated as follows:
(i) The parties shall commission WIS International or another mutually acceptable inventory valuation firm (the “Inventory Service”) to conduct a physical inventory (with a representative of each of the Company and Purchaser Sub present thereat in order to observe such Inventory Audit) at certain Acquired Stores to be inventoried at the Closing or such Subsequent Closing (which shall be such Acquired Stores as are mutually agreed in good faith by the Company and Purchaser Sub prior to the Closing Date (or the applicable Subsequent Closing Date)) (such Acquired Stores so sampled are collectively referred to as the “Sampled Locations”), as described herein (each, an “Inventory Audit”). The Inventory Service shall also conduct a physical inventory (with a representative of each of the Company and Purchaser Sub present thereat in order to observe such Inventory Audit) at each Distribution Center prior to the Distribution Center Closing Date. The Inventory Audits shall be performed within the ten (10) days prior to the Closing Date or applicable Subsequent Closing Date or Distribution Center Closing Date. The Inventory Audits will be performed as of the close of business at each selected location on the date of its Inventory Audit. In the case of a 24-hour store, the Inventory Audit will be performed as of 11:59 p.m. store time. The Inventory Audits will be performed in accordance with the inventory count and valuation procedures set forth on Exhibit A attached hereto (the “Inventory Procedures”). The fees and expenses of the Inventory Service shall be borne equally by Purchaser Sub and the Company. The Inventory Service shall conduct a physical inventory of at least 20% of the aggregate number of Acquired Stores being transferred at the Closing and any applicable Subsequent Closing.
(ii) The Inventory Service will calculate the aggregate count of Inventory counted by it at each Sampled Location with respect to the Closing or the applicable Subsequent Closing and applicable Inventory in the Distribution Centers with respect to the Distribution Center Closing in accordance with the Inventory Procedures (such count with respect to each Sampled Location and the Distribution Centers, the “Retail Inventory Value”). If the Book to Physical Adjustment Ratio with respect to the Sampled Locations with respect to the Closing or the ...
Inventory Valuation. This Annex II sets forth the valuation formulae and procedures for valuing the Inventories in order to determine the Inventory Value. The Commodity Contracts outlined in Schedule 1.1(q) of the Agreement will be brought to market as of the Closing Date using the valuation formulae outlined below and the adjustment to prices outlined in Schedule 1. As relates to corn contracts, within 5 days prior to the Closing Date, Buyer and Seller will determine appropriate basis levels for all future delivery period contracts. Parties agree that for any contract purchased or sold on a delivered basis that Buyer and Seller will use commercially reasonable estimates to determine the appropriate market price. In addition, the parties agree to cooperate in the exchange of corn futures information and positions. Except as specifically set forth herein, the applicable price used to calculate the total value for each applicable portion of the Inventories will be based on a five (5) day wrap around the Inventory Transfer Time, as follows: two (2) days before, the day of, and two (2) days after the Inventory Transfer Time. If the Inventory Transfer Time falls on a Saturday, then the effective price for the prior Wednesday, Thursday and Friday and the following Monday and Tuesday will be used. If the Inventory Transfer Time falls on a Sunday, then the effective price for the prior Thursday and Friday and the following Monday, Tuesday and Wednesday will be used, so as to always use five (5) separate quotations. If a holiday should occur within the 5-day range, the holiday will be excluded and only a 4-day range will be used. To the extent this Annex II references a differential, such differential shall be based on the last trade prior to Closing. All volumes of Product making up the Product Inventory and the WIP Inventory that do not meet the relevant quality specifications shall be subject to downward price adjustments in an amount to be determined by the Parties negotiating in good faith. Ethanol Chicago Ethanol OPIS Mean, plus applicable “Location Differential” as set forth in Schedule 1 Undenatured Ethanol Ethanol price as determined above divided by 98% minus the product of Natural Gasoline as determined below multiplied by 2% Corn Oil Corn Chicago Board of Trade Soybean Oil Mean, plus applicable “Location Differential” as set forth in Schedule 1 Natural Gasoline Natural Gasoline Xxxxxx OPIS Mean, plus applicable “Location Differential” as set forth in Schedule 1 Corn Corn ...
Inventory Valuation. The inventory of the Corporation reflected on the balance sheet forming part of the Unaudited Financial Statements was, and the current inventory of the Corporation is, in usable and saleable condition in the ordinary course of the Business and, in the case of inventory reflected on that balance sheet, at an amount not less than the amounts carried in that balance sheet.
Inventory Valuation. The inventory of the Seller relating to the Purchased Assets, as the same exists on the date of this Agreement, is in usable and salable condition in the ordinary course of business at the amounts carried on the books and records of the Seller. The materials, supplies and work-in-progress, and additions thereto, included in such inventory are of at least the standard quality for such items in the publishing industry; are suitable for the printing, manufacture and distribution of the Publications; and are not in excess of the normal purchasing patterns of the Seller.
Inventory Valuation. The value of the inventory contained on the Inventory Exhibit submitted by Buyer between the date of execution of this Agreement and the Closing Date, as the case may be, shall be as set forth on the Inventory Exhibit. From and after the Closing Date, Buyer will have ten (10) Business Days to review the contents of the Inventory and to contest any portions thereof as follows: Buyer and Sellers agree that the only basis for disagreement by Buyer with regard to the Inventory transferred and sold hereunder shall be (i) incorrect quantities of inventory, (ii) inventory that is not in compliance with Legal Requirements or Additional Standards (as defined in Section 3.6) or (iii) inventory that was not listed on the Inventory Exhibit (each, a "Valid Inventory Dispute").
Inventory Valuation. Unless otherwise noted, all inventories will price using the agreed upon prices effective for [REDACTED] day pricing event [REDACTED] Closing using [REDACTED] unique pricing days for each respective formula,. All volumes of Product making up the Feedstock and Products Inventory that do not meet the relevant quality specifications shall be subject to downward price adjustments in an amount to be determined by the Parties as specified in each “fallback” formula for each price group. All Tank Heels shall price at the price for the component in each tank less $[REDACTED]/Bbl. Crude Oil TERRA NOVA TERRA NOVA In Tank: Price to be based on the average daily price differential relative to [REDACTED] for Terra Nova as published by [REDACTED] for the [REDACTED] unique days [REDACTED] the Closing date. Price will be the average of the Daily Price for the [REDACTED] unique quotation days [REDACTED] the Closing date, inclusive. Daily Price to be the sum of the [REDACTED] price, the average [REDACTED] differential, Valero’s actual, [REDACTED], actual [REDACTED], and [REDACTED] costs, In Transit: Price to be based on the average of the daily price differential relative to [REDACTED] for Terra Nova as published by [REDACTED] for the [REDACTED] unique quotation days [REDACTED] the Cargo Discharge date, inclusive. Daily Price to be the sum of the daily price differential relative to [REDACTED] for Terra Nova, the [REDACTED] price, Valero’s actual [REDACTED], actual, [REDACTED], and [REDACTED] costs. VASCONIA VASCONIA In Tank: Price to be the differential between Vasconia and the [REDACTED] futures contract for the [REDACTED] completed by Valero for Vasconia crude. Price will be the average of the Daily Price for the [REDACTED] unique days [REDACTED] the Closing date, inclusive. Daily Price to be the sum of the [REDACTED] futures contract settlement price, Valero’s [REDACTED] for [REDACTED], Valero’s actual [REDACTED], actual, [REDACTED] and [REDACTED] costs. In Transit: Price to be the differential between Vasconia and the [REDACTED] futures contract for the [REDACTED] completed by Valero for Vasconia crude. Price will be the average of the Daily Price for the [REDACTED] unique quotation days [REDACTED] the Cargo Discharge date, inclusive. Daily Price to be the sum of the [REDACTED] differential, the [REDACTED] futures contract settlement price, Valero’s actual [REDACTED], actual [REDACTED], and [REDACTED] costs. URALS URALS In Tank Basis: Price to be based on the average d...
Inventory Valuation. Except as disclosed in Section 3.10 of the Disclosure Schedule, neither the Corporation nor any Subsidiary has material obsolete or unusable inventory as reflected on the balance sheets forming part of the Financial Statements, or otherwise. The finished goods, work in process, raw materials and other materials and supplies included in such inventory are of a standard which is not lower than the generally accepted standard prevailing in the Corporation's industry.
Inventory Valuation. As disclosed in note 2(j) of the Financial Statements, the Corporation provides inventory allowances based on estimated excess and obsolete inventories. For the financial year ended April 30, 2006, the inventory allowance was in the amount of $2.5 million.
Inventory Valuation. The Buyer and the Seller will have agreed on ------------------- the value of the Inventory as of the Closing Date.
Inventory Valuation. (a) Not less than two (2) Business Days prior to the Closing Date, GFI shall deliver to Buyer its reasonable, good faith estimate of the Inventory Value, based on GFI's historical standard costing method subject to the pricing schedule set forth in Schedule 1.1(a) (the "Estimated Inventory Value").
(b) As soon as practicable following the Closing Date, GFI shall deliver to Buyer its calculation of the Inventory Value as of the Closing Date, based on the joint physical inventory described in Section 3.1 (the "GFI Inventory Calculation"). In connection with the preparation of the GFI Inventory Calculation, Buyer shall grant GFI's accountants and other representatives reasonable access to all of the books and records of the Business.
(c) Within thirty (30) days after receipt of the GFI Inventory Calculation, Buyer may, by written notice to GFI, object to the GFI Inventory Calculation. If Buyer objects in good faith to the GFI Inventory Calculation, Buyer shall within such thirty (30) day period deliver written notice of its objection (the "Objection Notice") to GFI: (i) objecting in good faith to the GFI Inventory Calculation, (ii) setting forth the items being disputed and the reasons therefor, and (iii) specifying Buyer's calculation of the Inventory Value.
(d) For thirty (30) days after delivery of the Objection Notice, GFI and Buyer shall attempt to resolve all disputes between them regarding the Inventory Value. If GFI and Buyer cannot resolve all such disputes within such thirty (30) day period, the matters in dispute shall be determined by a nationally recognized independent public accounting firm mutually satisfactory to GFI and Buyer (the "Arbiter"). Promptly, but not later than thirty (30) days after the acceptance of its appointment, the Arbiter shall determine (based solely on presentations by Buyer and GFI to the Arbiter and not by independent review) only those items in dispute and shall render a report as to its resolution of such items and the resulting calculation of the Inventory Value. For purposes of calculating the Inventory Value, the amounts to be included shall be the appropriate amounts from the GFI Inventory Calculation as to items that are not in dispute, and the amounts determined by the Arbiter, as to items that are submitted for resolution by the Arbiter. In resolving any disputed item, the Arbiter may not assign a value to such item greater than the greatest value for such item claimed by either party in the GFI Inventory Calcul...
