Inventory Valuation. (a) An Inventory Amount with respect to the Closing, a Subsequent Closing or the Distribution Center Closing shall be calculated as follows:
Inventory Valuation. (i) In accordance with Section 2.6(b) of this Agreement, and prior to the Closing, Seller shall deliver to Purchaser a preliminary estimate (the “Preliminary Estimate”) of the aggregate value of the Inventory (“Inventory Value”) to be acquired by Purchaser hereunder (the “Closing Inventory”), which preliminary aggregate value estimate shall be based on the Seller’s Cost information supplied to Purchaser for each Inventory item.
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. 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. Inventory Component Pricing Methodology (Subject to required testing in Note 1) 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 M...
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. PBF Product Name Valero Product Name Pricing Methodology 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. URAL...
Inventory Valuation. (a) On or prior to the Closing Date, Seller and Buyer shall jointly conduct a physical count of the Inventory as of the Closing Date located in the Ohio Distribution Warehouse and located in Montreal, Canada and intended for the United States market (the "United States Inventory"), and Buyer shall make or cause to be made a calculation of the United States Inventory value as of the Closing Date in accordance with Seller's accounting policies (as referred to in the last sentence of Section 5.11) and including 2002 Standard Manufacturing Costs Per Unit, as set forth in the Montreal Section of Exhibit 2.3(a) to the Manufacturing Agreement, Montreal or Ohio Distribution Warehouse (as the case may be), plus freight-in (the "Calculation"). Any United States Inventory that exceeds a twelve (12) month supply per List Number (as measured on the basis of sales for the six-month period preceding the Closing Date), to the extent of such excess, or any United States Inventory that is not of a good and merchantable quality shall not be included in the Calculation. For purposes of the Calculation, all United States Inventory that has a shelf-life expiration date of less than (i) thirteen and one-half (13.5) months from the Closing Date with respect to Product List Numbers 6165 and 6603 (as described on Exhibit A attached hereto) and (ii) eighteen (18) months from the Closing Date with respect to all other Products shall be excluded from the Calculation; provided, however, that Seller shall have the right to donate such excluded United States Inventory to charitable organizations. With respect to any Inventory donated by Seller to charitable organizations pursuant to this Section 3.5(a), Seller shall notify Buyer of the name and location of such charitable organization promptly after such donation is made. Buyer shall provide Seller with copies of the Calculation and all work papers associated therewith within fifteen (15) days after the Closing Date. Buyer may not assert a claim for indemnification with respect to any United States Inventory that is not included in the Calculation.
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. Except as disclosed in Section 4.10 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.
