Closing Date Inventory Value Adjustment definition

Closing Date Inventory Value Adjustment means the Closing Date Inventory Value minus the Estimated Closing Date Inventory Value.
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Closing Date Inventory Value Adjustment means the Closing Date Inventory Value minus $8 million.
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Examples of Closing Date Inventory Value Adjustment in a sentence

  • 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.

  • 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.

  • 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”).

  • Within 10 days of the date on which the Closing Date Inventory Value Statement becomes final and binding on the Elan Companies and the Acquiror, the Acquiror shall pay the Elan Companies the Closing Date Inventory Value Adjustment to the Elan Companies, if positive, and the Elan Companies shall pay the Closing Date Inventory Value Adjustment to the Acquiror, if negative.

  • Within 10 days after the date on which the Closing Date Inventory Value Statement becomes final and binding on the Elan Companies and the Acquirors, the Acquirors shall pay the Closing Date Inventory Value Adjustment to the Elan Companies, if positive, and the Elan Companies shall pay the Closing Date Inventory Value Adjustment to the Acquirors, if negative.

  • In accordance with Section 4.6(b), within sixty (60) days after the Closing, Biogen Idec shall prepare and deliver to Elan a written statement of the Closing Date Inventory Value and the amount of any Closing Date Inventory Value Adjustment (the “Closing Date Inventory Value Statement”).

  • Within ten (10) days after the delivery of the Closing Date Inventory Value Statement, Biogen Idec shall pay the Closing Date Inventory Value Adjustment to Elan, if the Closing Date Inventory Value Adjustment is positive.

  • If the Closing Date Inventory Value Adjustment is negative, then Biogen Idec shall be permitted to deduct the Closing Date Inventory Value Adjustment from any subsequent Contingent Payment(s), but only if Xxxx has failed to pay Biogen Idec such costs and expenses within thirty (30) days after Xxxx’s receipt of a request for and reasonable documentation of such costs and expenses from Biogen Idec.

  • Within 10 days after the date on which the Closing Date Inventory Value Statement becomes final and binding on Sellers and Buyer, Buyer shall pay the Closing Date Inventory Value Adjustment to Sellers, if positive, and Sellers shall pay the Closing Date Inventory Value Adjustment to Buyer, if negative.

  • If the Closing Date Inventory Value Adjustment is negative, then Biogen Idec shall be permitted to deduct the Closing Date Inventory Value Adjustment from any subsequent Contingent Payment(s), but only if Elan has failed to pay Biogen Idec such costs and expenses within thirty (30) days after Elan’s receipt of a request for and reasonable documentation of such costs and expenses from Biogen Idec.

Related to Closing Date Inventory Value Adjustment

  • Inventory Value means with respect to any Inventory of a Loan Party at the time of any determination thereof, the standard cost determined on a first in first out basis and carried on the general ledger or inventory system of such Loan Party stated on a basis consistent with its current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, without duplication, (i) any markup on Inventory from an Affiliate and (ii) in the event variances under the standard cost method are expensed, a Reserve reasonably determined by the Agent as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Working Capital Adjustment Amount means an amount equal to the difference between (i) the Working Capital of the Company as of the Closing Date and (ii) the Estimated Working Capital Amount. For the avoidance of doubt the Working Capital Adjustment Amount may be a negative number.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Estimated Working Capital Adjustment has the meaning given that term in Section 2.04(a).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Closing Date Net Working Capital has the meaning set forth in Section 2.7(a).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • True-Up Adjustment means any Semi-Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.