Inventory Valuation Methodology Sample Clauses

Inventory Valuation Methodology. The following conventions shall apply to the identification and valuation of the Inventory, the Closing Inventory and the Nonqualifying Closing Inventory: (i) the Preliminary Estimate shall be based on Seller’s customary Inventory report prepared by Seller as of two business days or less of Closing and delivered to Purchaser prior to Closing, the value for which shall be based on Seller’s Cost as contained in such report; (ii) the Closing Inventory and Nonqualifying Closing Inventory shall be based on the joint physical inspection of the Inventory by Purchaser and Seller, (iii) Purchaser’s proposed final valuation shall include verified Seller’s Cost information for each item of Inventory and also shall include Inventory which has been prepaid by Seller and received after the Closing; (iv) the Closing Inventory shall not include “return to vendor” or repair items; (v) the value of any Inventory acquired by Purchaser following the Closing Date (including customer returns) shall not be included in the Inventory Value; and (vi) Inventory value, other than Nonqualifying Closing Inventory, shall be based on Seller’s historical costing method as verified by Purchaser (“Seller’s Cost”), unless Seller, in its sole discretion, agrees to a lesser value, in which event the lesser value shall become the “Seller’s Cost.” The parties shall bear their own expenses in the valuation of the Inventory, the Nonqualifying Closing Inventory and Closing Inventory.
Sample 1Sample 2
AutoNDA by SimpleDocs
Inventory Valuation Methodology a) For the purposes of this agreement, each accounting term used herein will have the meaning that is applied thereto in accordance with GAAP (“GAAP”) as of the date of this Agreement and, to the extent consistent with GAAP, the accounting principles, policies, procedures and methodologies applied in preparing the Financial Statements. The final Inventory will be calculated in accordance with GAAP as in effect on the date of this Agreement and, to the extent consistent with GAAP, the accounting principles, policies, procedures and methodologies applied in preparing the preparation of the Financial Statements, including without limitation with respect to the nature or classification of accounts and determining levels of reserves or levels of accruals, except as modified by the definitions herein.
Sample 1
Inventory Valuation Methodology. The Other Inventory Value, Finished Goods Cost Basis and Packaging Materials Cost Basis shall be determined as follows: (i) the Seller and Buyer jointly shall conduct a physical count of the Inventory on the Closing Date, and (ii) the Seller shall value the Other Inventory, Finished Goods Inventory and Packaging Materials Inventory in accordance with the method set forth on Schedule 2.3(b) hereof, notwithstanding that such method may not be in accordance with generally accepted accounting principles.
Sample 1
Inventory Valuation Methodology. The parties agree that, for all purposes under this Agreement, and notwithstanding any other term of this Agreement, the methodology for valuing and expensing Purchased Inventories as well as future Inventories of Buyer shall be consistent with Seller’s past practice as shown on Section 6.7 of the Disclosure Schedule. Accordingly, Buyer hereby waives any and all claims against Seller and Shareholder arising from or related to Seller’s use of such methodology, including but not limited to claims regarding whether such methodology complies with the requirements of GAAP.
Sample 1

Related to Inventory Valuation Methodology

  • Inventory Adjustment (a) No more than three (3) days prior to Closing, a physical count of all saleable inventory, raw materials, castings, grates and other ancillary products included in the Seller Assets (the “Closing Inventory”) shall be carried out at the Designated Plants by representatives of each of the Seller and the Purchaser, which physical count shall be carried out in a manner mutually agreed upon by the parties. For the purposes of this Section 3.1(a), “saleable” inventory shall mean (i) finished goods, which are of first quality and saleable in the ordinary course without discount, and (ii) all raw materials, castings, grates and other ancillary products that are useable in the production of pipe and precast products or otherwise suitable for resale, unless obsolete, damaged or cosmetically impaired. The representatives of each of the Purchaser and the Seller shall attempt, in good faith, to resolve any disputes which may arise during the physical count of the inventory. Upon completion of the physical count of the inventory, the representatives of each of the Seller and the Purchaser shall agree upon and execute a statement setting forth either (i) the final physical count of the inventory in the event that the representatives agree on such final physical count or (ii) the final physical count of the inventory of each of the Seller and the Purchaser in the event that the representatives were unable to resolve in good faith any disputes during the physical inventory count, noting such items of dispute (the “Disputed Seller Inventory Items”) therein. The value of Closing Inventory shall be determined in accordance with the Inventory Methodology. In the event that there are any Disputed Seller Inventory Items, such Disputed Seller Inventory Items shall be resolved following the Closing pursuant to the dispute resolution procedures set forth in Section 3.2 and the final physical count agreed to by the parties or resolved pursuant to Section 3.2 shall be final and binding on the parties, including for purposes of determining the Closing Inventory. (b) No later than 90 days after the Closing Date (or if such day is not a Business Day, the next Business Day), the Purchaser shall deliver to the Seller a certificate executed by the

  • Determining Number of Billable Accounts The Open Account Fee and the Closed Account Fee shall be paid only with respect to accounts serviced directly by the Transfer Agent and not with respect to accounts serviced by third parties pursuant to omnibus account service or sub-accounting agreements, as provided in Section 2.04 of the Agreement. Notwithstanding that the Transfer Agent does not collect an Open Account Fee on accounts serviced by third parties pursuant to omnibus account service or sub-accounting agreements, any Small Account Fees collected on such accounts shall be subtracted as provided above under “Open Account Fee.”

  • Accounting Methods and Financial Records Maintain a system of accounting, and keep such books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties.

  • Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans In connection with the due diligence investigation of the Company by Parent and Merger Subsidiary, Parent and Merger Subsidiary have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are familiar, that Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).

  • Fund Valuation and Financial Reporting Services (1) Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Fund’s transfer agent on a timely basis.

  • Yield Calculation The Bank will compute the performance results of the Fund (the "Yield Calculation") in accordance with the provisions of Release No. 33-6753 and Release No. IC-16245 (February 2, 1988) (the "Releases") promulgated by the Securities and Exchange Commission, and any subsequent amendments to, published interpretations of or general conventions accepted by the staff of the Securities and Exchange Commission with respect to such releases or the subject matter thereof ("Subsequent Staff Positions"), subject to the terms set forth below:

  • Inventory; Returns Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly notify Bank of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000).

  • Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.

  • VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES BNY Mellon shall provide the following valuation support and computation accounting services for each Fund:  Journalize investment, capital share and income and expense activities;  Maintain individual ledgers for investment securities;  Maintain historical tax lots for each security;  Corporate action processing as more fully set forth in the SLDs;  Reconcile cash and investment balances of each Fund with the Fund’s custodian or other counterparties as applicable;  Provide a Fund’s investment adviser, as applicable, with the cash balance available for investment purposes at start-of-day and upon request, as agreed by the parties;  Calculate capital gains and losses;  Calculate daily distribution rate per share;  Determine net income;  Obtain security market quotes and currency exchange rates from pricing services approved by a Fund’s investment adviser, or if such quotes are unavailable, then obtain such prices from the Fund’s investment adviser, and in either case, calculate the market value of each Fund’s investments in accordance with the Fund's valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Fund's investments, including securities lending related cash collateral investments (with the exception of the services provided hereunder to Funds utilized for such cash collateral investments), itself or to confirm or validate any information or valuation provided by the investment adviser or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations; notwithstanding the foregoing, BNY Mellon shall follow the established procedures and controls to identify exceptions, tolerance breaches, etc. and to research and resolve or escalate any pricing inaccuracies;  Application of the established automated price validation rules against prices received from third party vendors and review of exceptions as identified;  Calculate Net Asset Value in the manner specified in the Fund’s Offering Materials (which, for the service described herein, shall include the Fund’s Net Asset Value error policy);  Calculate Accumulated Unit Values (“AUV”) for select funds as mutually agreed upon between the parties;  Transmit or make available a copy of the daily portfolio valuation to a Fund’s investment adviser;  Calculate yields, portfolio dollar-weighted average maturity and dollar-weighted average life as applicable; and  Calculate portfolio turnover rate for inclusion in the annual and semi-annual shareholder reports.  For money market funds, obtain security market quotes and calculate the market-value Net Asset Value in accordance with the Fund’s valuation policies and guidelines at such times and frequencies as required by regulation and/or instruction from TRP.

Time is Money Join Law Insider Premium to draft better contracts faster.