Closing Date Inventory Value definition

Closing Date Inventory Value means the aggregate value of all the Purchased Inventory, determined on the basis of the Seller's cost basis in such Inventories, up to a maximum of [***]; provided, however, that the cost basis of any Purchased Inventories that are damaged, defective or otherwise not saleable in the ordinary course of business on customary terms shall be excluded from the calculation of Closing Date Inventory Value.

Closing Date Inventory Value means the value of all Inventory as of the Closing Date, such value determined pursuant to the methods described on Schedule 1.01(a) of the Elan Disclosure Schedule.

Closing Date Inventory Value means the aggregate value of all the Inventories of the Products owned by Seller (including finished goods to the extent used or held for use by or for the benefit of Seller for the operation of the Business, as currently conducted) as at 23:59 New York time on the Business Day immediately preceding the Closing Date, determined on the basis of Seller’s cost basis in such Inventories; provided, however, that the cost basis of any Inventories that are damaged, defective or otherwise not saleable in the ordinary course of business on customary terms shall be excluded from the calculation of Closing Date Inventory Value.

Examples of Closing Date Inventory Value in a sentence

• Any Objection Notice shall specify, in reasonable detail to the extent Purchaser has the available information, those items or amounts as to which Purchaser disputes in good faith and Purchaser shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculations of the Closing Date Inventory Value set forth therein.

• Any subsequent adjustments to the consideration paid by the Acquiror for the Purchased Assets (including the Closing Date Inventory Value Adjustment, the Milestone Payments and the Royalty Payments) shall be reflected in such allocation as revised hereunder in manner consistent with Section 1060 of the Code.

• If EPI and the Acquiror are unable to reach agreement within such thirty (30) day period, then the Accountants shall be engaged at that time to review the Closing Date Inventory Value Statement, and shall make a determination as to the resolution of any adjustments.

• Within ten (10) days after the date on which the Closing Date Inventory Value Statement becomes final and binding on EPI and the Acquiror, the Acquiror shall pay the Closing Date Inventory Value Adjustment to EPI, if positive, or EPI shall pay the Closing Date Inventory Value Adjustment to the Acquiror, if negative.

• As promptly as practicable, but in any event not later than thirty (30) days after the Closing Date, EPI shall prepare and deliver to the Acquiror a statement calculating the Closing Date Inventory Value and the amount of any Closing Date Inventory Value Adjustment (the “Closing Date Inventory Value Statement”).

More Definitions of Closing Date Inventory Value

Closing Date Inventory Value has the meaning set forth in Section 2.5(a).

Closing Date Inventory Value means the sum of the Inventory of the IoT Business as reflected on the books and records of Seller as of the Closing Date.

Closing Date Inventory Value means the value of all Product Inventory, Finished Non-Product Inventory, Work-In-Progress Non-Product Inventory and Raw Material Non-Product Inventory as of the Closing Date, each valued in the following fashion: (i) with respect to all Finished Non-Product Inventory, Finished Product Inventory, Work-In-Progress Non-Product Inventory and Work-In-Progress Product Inventory, at standard cost, calculated in accordance with the Elan Companies' historical accounting practices; and (ii) with respect to Raw Material Non-Product Inventory and Raw Material Product Inventory, at actual cost.

Closing Date Inventory Value shall have the meaning set forth in Section 1.1 hereof.

Closing Date Inventory Value means the book value as of the ----------------------------- opening of business on the Closing Date of the inventory included in the Acquired Assets, determined in accordance with GAAP applied consistently with the preparation of the Financial Statements, minus $118,000.

Closing Date Inventory Value means (i) in the case of Inventory consisting of a Duraclon Presentation, the value of such Inventory as of the Closing Date at Sellers’ actual cost (exclusive of any Royalty Obligation) in an aggregate amount not to exceed the lesser of (x) the number vials of such Duraclon Presentation delivered by Sellers to Buyer on the Closing Date and (y) the number of vials of such Duraclon Presentation sold by Sellers during the 12 months ended September 30, 2003 and (ii) in the case of all other Inventory, the value of such Inventory as of the Closing Date at Sellers’ actual cost; provided, however, that Inventory (a) having an FDA approved shelf life of 36 months but having less than 24 months of remaining dating shall be deemed to have a value of zero and (b) all other Inventory having less than 12 months of remaining dating shall be deemed to have a value of zero.

Closing Date Inventory Value means the aggregate amount determined by multiplying each item of Inventory shown on the Closing Date Inventory Statement by the mutually agreed per-item value of each item of Inventory and adding together such amounts.