Post-Closing Inventory Adjustment. Not later than 60 days after the Closing, the Actual Closing Inventory shall be calculated and the purchase price shall be adjusted if required, as set forth above in the definition of “Actual Closing Inventory.”
Post-Closing Inventory Adjustment. (a) Cxxxxxx agrees that during the one (1) year following the Closing (the “Inventory Adjustment Period”), the Purchasers shall use commercially reasonable efforts to sell the Identified Inventory. The parties agree “commercially reasonable efforts” shall not require the Purchasers to retain any third parties to sell the Identified Inventory.
Post-Closing Inventory Adjustment. (a) Buyer and Seller agree that, within thirty (30) days after the Closing Date, pursuant to a final determination of Purchase Price made in accordance with Section 2.3(b), there will be an upward or downward adjustment of the Purchase Price (the “Post-Closing Adjustment”), in an amount not to exceed Xxx Xxxxxxx Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($2,500,000) (the “Collar Amount”). The Post-Closing Adjustment shall reflect the percentage differential basis between (1) the aggregate "Total Book Value" of the Acquired Assets (as calculated using the correlative "Total Book Value" of each of the applicable delivered assets, as set forth on Schedule 1.1) delivered by Seller to Buyer at the Closing and (2) the amount of Four Million, Eight Hundred and Fifty Thousand, Nine Hundred and Three United States Dollars (US$4,850,903). For illustration purposes only, an aggregate Total Book Value of the Acquired Assets (as calculated using the correlative "Total Book Value" of each of the applicable delivered assets, as set forth on Schedule 1.1) delivered by Seller to Buyer at the Closing of $5,250,000 would result in a Purchase Price increase of $205,682 ($5,250,000 being an 8.2273% increase over $4,850,903) resulting in an aggregate Purchase Price of $2,705,682 (an 8.2273% increase over the Gross Closing Cash Payment). Within three (3) days of the final determination of Purchase Price pursuant to Section 2.3(b), (1) Buyer shall pay to Seller any increase in the Purchase Price or (2) Seller shall refund to Buyer any decrease in the Purchase Price; provided that the absolute value of any increase or decrease in Purchase Price pursuant to this Section 2.3 or otherwise under this Agreement shall not exceed the Collar Amount.
Post-Closing Inventory Adjustment. (a) Within 90 days after the Closing Date, Xxxxx will prepare and deliver to Seller a reasonably detailed written calculation (the “Adjustment Notice”) of the amount of the Closing Inventory prepared on an actual basis as of the close of business on the Closing Date together with Buyer’s calculation of the amount of any payment required pursuant to Section 2.7(f) (the “Adjustment Calculation”). Buyer shall prepare the Adjustment Notice in good faith using the accounting principles, practices, methodologies and policies set forth on Exhibit 2.6(a) and in a manner consistent with the example calculations set forth therein.
Post-Closing Inventory Adjustment. (i) Following the Closing, the Purchaser and the Company shall compile an updated inventory of all of the Product Inventory consistent with past practice as of the close of business on the Closing Date to take into account any changes in the Product Inventory between the date of the physical inventory conducted pursuant to Section 6.11 and the Closing Date (the “Closing Date Product Inventory”), which such Closing Date Product Inventory, for the avoidance of doubt, may be based upon the Company’s books and records rather than a physical counting and will be calculated in accordance with the Sample Statement. Within thirty (30) days after the Closing Date, the Purchaser will prepare and deliver (or cause to be prepared and delivered) to the Seller a copy of the Closing Date Product Inventory, which shall set forth the quantity and value of the Closing Date Product Inventory by location and by Product (the “Closing Inventory Statement”). The value of the Closing Date Product Inventory shall be calculated in accordance with the methodology set forth on Schedule 6.11. Such value, less the accounts payable and other Indebtedness related to the Closing Date Product Inventory, is referred to as the “Closing Inventory Amount”.
Post-Closing Inventory Adjustment. (a) In the event that the Parties do not agree on the results of the physical count and inspection and, therefore, determine the Estimated Purchase Price based on the Estimated Inventory Report, then during the five (5) Business Days immediately following the Closing Date, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the physical count set forth in the Estimated Inventory Report and if such agreement has not been reached at the end of such five (5) Business Day period, Seller and Buyer shall identify in writing the amount in dispute and shall immediately engage an Independent Accountant to conduct only a physical count of the Inventory, which physical count of the Inventory shall be set forth in a written report delivered to the Parties and shall be conclusive and binding on the Parties and shall be enforceable in a court of law (such report as agreed to by the Parties after the Closing or as completed by the Independent Accountant, is referred to herein as the “Final Physical Inventory Report”). In the event that determination of usability and salability of the Inventory extends past the Closing Date, at such time as the usability and salability of the Inventory is conclusively determined pursuant to the Testing Procedures, such Inventory at the value determined shall be set forth in a written report delivered to both Parties and shall be used, along with the Final Physical Inventory Report, to
Post-Closing Inventory Adjustment. (a) In the event that the Parties determine the Estimated Purchase Price based on the Estimated Inventory Report, then during the five (5) Business Days immediately following the later of (i) the Closing Date and (ii) the completion of the Testing Procedures, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the physical count set forth in the Estimated Inventory Report and if such agreement has not been reached at the end of such five (5) Business Day period, Seller and Buyer shall identify in writing the amount in dispute and shall immediately engage an Independent Accountant to conduct only a physical count
Post-Closing Inventory Adjustment. (a) Within thirty (30) days after the Closing, Seller shall prepare and deliver to Buyer a statement (the "Closing Inventory Statement") stating the amount of inventory of the Company as of the close of business on the Closing Date (the "Closing Inventory Amount"), together with a calculation of the Adjustment Amount, the Slow-Moving Closing Inventory Amount and the Obsolete Inventory Amount, and a statement of the actual cost used for each product in calculating the Closing Inventory Amount and the Slow-Moving Inventory Amount. The Closing Inventory Amount shall include the Slow-Moving Inventory Amount, but shall exclude the Obsolete Inventory Amount. The Closing Inventory Statement shall be prepared on a rolled-up, actual basis and shall present fairly the Closing Inventory Amount and shall be prepared in conformity with and in a manner consistent with the Statement of Assets. Buyer and/or its independent accounting firm shall have the right to be present to observe the taking of any physical inventory in conjunction with the preparation of the Closing Inventory Statement. For purposes hereof, (i) "Adjustment Amount" means the dollar amount by which the Closing Inventory Amount, as set forth on the Closing Inventory Statement, is more or less than $2,500,000 (the "Reference Amount"), (ii) "Slow-Moving Closing Inventory Amount" means the forecasted dollar amount (based on the lower of cost or
Post-Closing Inventory Adjustment. (a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Statement”) setting forth in reasonable detail Buyer’s good faith calculations of (i) the Closing Inventory and (ii) the Purchase Price in accordance with Section 2.6.
Post-Closing Inventory Adjustment. 2.4.1 On the Closing Date, or within ten (10) Business Days thereafter, Buyer shall have the right to commence and take, at its election, a physical count and inspection of all or any portion of the Bars Inventory. Sellers shall cooperate with such Bars Inventory count and inspection (including by granting access to those portions of the Bars Facility or any other facilities of Sellers or their Affiliates or the facilities of third parties) as reasonably requested by Xxxxx. The Bars Inventory shall be determined, and such Bars Inventory count and examination shall be taken, in accordance with the policies, rules and procedures set forth on Exhibit A hereto (“Inventory Methodology”). Within thirty (30) days after the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver, or cause to be delivered, to Sellers a statement setting forth its calculation of the Closing Date Inventory Amount, based upon and consistent with the Bars Inventory count and examination taken pursuant to this Section 2.4.1, which statement shall include reasonably detailed information as to each type of inventory included in the Bars Inventory and the amount of such Bars Inventory as of the Closing (the “Closing Date Inventory Statement”). The Closing Date Inventory Statement shall be prepared consistent with the Inventory Methodology.
