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 has the meaning set forth in Section 4.02(a)(ii).

Examples of Closing Date Inventory Value in a sentence

• 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 a timely Notice of Objection is received by EPI, then the Closing Date Inventory Value Statement shall become final and binding on EPI and the Acquiror on the first to occur of (x) the date EPI and the Acquirer resolve in writing any differences they have with respect to the matters specified in the Notice of Objection and (y) the date all matters in dispute are finally resolved in writing by the Accountants, in each case as provided below.

• 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.

• The Closing Date Inventory Value Statement shall become final and binding upon the Acquiror and EPI at the end of such sixty (60) day period, unless the Acquiror objects to the Closing Date Inventory Value Statement, in which case it shall send written Notice (the “Notice of Objection”) to EPI within such period, setting forth in specific detail the basis for its objection and its proposal for any adjustments to the Closing Date Inventory Value Statement.

More Definitions of Closing Date Inventory Value

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 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.

Closing Date Inventory Value is defined in Section 2.5.

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 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 is the aggregate of (i) the Initial Inventory Value, minus (ii) any Sold Inventory Valuation Adjustment, plus (iii) any New Inventory Valuation Adjustment, plus (iv) any Repair and Overhaul Valuation Adjustment.

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.