Closing Inventory Adjustment definition

Closing Inventory Adjustment has the meaning given such term in Section 2.5(b).

Closing Inventory Adjustment means (i) the Data Inventory Adjustment plus (ii) the Spares and Service Inventory Adjustment plus (iii) the Voice Inventory Adjustment.

Closing Inventory Adjustment means (i) the Data Inventory Adjustment plus

Examples of Closing Inventory Adjustment in a sentence

• For the avoidance of doubt, if Seller fails to deliver the Objection Notice before the expiration of the Review Period, the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as applicable, and the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount reflected in such statement shall be deemed to have been accepted by Seller.

• The Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as determined by the Independent Accounting Firm, shall be conclusively deemed the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount agreed by the Parties.

• Within thirty (30) days following the day the Closing Inventory Adjustment Amount becomes binding upon the Parties in accordance with the provisions of this Section ‎3.3(d)(iv), such Closing Inventory Adjustment Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer or Seller, as the case may be, in writing to Seller or Buyer, as applicable.

• The undersigned (referred to as “I” or “me” or “my”) desires to enter, observe, and participate in activities available at First Baptist Church of Cocoa, Florida, Holding Corporation, Inc.

• Buyer, at no cost to Seller, shall provide all information reasonably requested by Seller and shall give representatives of Seller reasonable access to the premises, employees and other facilities related to the Assets and to books and records related to the Assets as are reasonably necessary for purposes of reviewing, verifying and auditing the Closing Inventory Adjustment Amount.

• The Closing Inventory Adjustment Amount shall be deemed to be finally determined in the amount set forth in the Closing Statement on the Dispute Deadline Date unless a dispute notice is given in accordance with Section 3.3(d) with respect to the calculation thereof.

• At the Closing, Purchaser shall deliver the Closing Cash MINUS the (i) Deposit, the (ii) Closing AR Adjustment Amount, if any, the (iii) Closing Inventory Adjustment Amount, if any, and (iv) the Sellers’ Transfer Tax Reimbursement, if any, to Seller by wire transfer of immediately available funds to accounts designated in writing by Seller.

• If Seller has delivered a timely notice of disagreement, then Buyer and Seller shall use their good faith efforts to reach written agreement on the disputed items to determine the Closing Inventory Adjustment Amount.

• At the Effective Time, Buyer and Seller shall conduct a physical inventory of the Inventory to provide the information necessary for the determination of the Inventory as of the Effective Time (the "Closing Inventory"), which shall be used to determine the Closing Inventory Adjustment Amount as described in Section 3.3(b).

• If such a dispute notice is given, the Closing Inventory Adjustment Amount shall be deemed finally determined on the date that the Independent Auditor gives notice to Buyer and Seller of its determination with respect to all disputes regarding the calculation thereof, or, if earlier, the date on which Seller and Buyer agree in writing on the amount thereof, in which case the Closing Inventory Adjustment Amount shall be calculated in accordance with such determination or agreement, as the case may be.

More Definitions of Closing Inventory Adjustment

Closing Inventory Adjustment means an amount (which may be a positive or negative number), equal to fifty percent (50%) of (i) the Retail Inventory Value minus (ii) the Target Retail Inventory Value; with such adjustment not to exceed the Inventory Adjustment Cap.

Closing Inventory Adjustment has the meaning set forth in Section 2.1(f)(ii).

Closing Inventory Adjustment means the aggregate value, as set forth in Section 2.1(e)(iii) of BMT's inventory of spare parts that are suitable for use in the Ordinary Course of Business (including spare parts that may require sanding, sealing, refitting or other cleaning or preparation for use and any spare parts that may be obtained from the EX 3040 O&K excavator currently owned by BMT) with vehicles and other equipment used by BMT in its mining operations as of the Closing Date (including with vehicles and other equipment that as of the Closing Date are scheduled to be deployed by BMT following the Closing Date) ("Closing Inventory") reflected on the Closing Balance Sheet. "Jamaica Loan Balance" means the total outstanding unpaid principal amount of all funds lent or advanced by Glencore to BMT pursuant to that certain Intercompany Loan Agreement dated 6 February, 2006 (the "Jamaica Loan"), together with all accrued and unpaid interest thereon, as reflected in the Closing Balance Sheet (or as adjusted pursuant to Section 2.1(e)). "Working Capital Adjustment" means (1) the sum of cash and cash equivalents, accounts receivable and prepaid accounts (including all prepaid Tax accounts) that as of the Closing Date are "current assets" under IFRS, minus (2) accounts payable (including all accrued Taxes payable), in the case of clauses (1) and (2), all as reflected on the Closing Balance Sheet (or as adjusted pursuant to Section 2.1(e)) and in each case (other than for cash and cash equivalents) to be paid within twelve (12) months after the Closing Date. For avoidance of doubt, all unpaid costs and expenses incurred by BMT prior to the Closing in connection with this Agreement and the consummation of the transactions contemplated hereby will be included in accounts payable.

Closing Inventory Adjustment means an amount equal to (i) $1,041,321 minus (ii) the value of the Inventory set forth on the Closing Inventory Statement. The value of Inventory on the Closing Inventory Statement shall be determined in the same manner as the Inventory set forth on the June 30, 2013 and March 31, 2013 balance sheets of Seller’s Portamedic Business included within the Financial Statements. In no event shall the Closing Inventory Adjustment be a number less than $0. At least two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Closing OCA Statement”) setting forth Seller’s good faith estimate of the “Other current assets” as of the Closing Date (the “Closing OCA Amount”) and all components thereof determined in the same manner as “Other current assets” have been calculated on the June 30, 2013 and March 31, 2013 balance sheets of Seller’s Portamedic Business included within the Financial Statements. The Closing OCA Statement shall be accompanied by a certificate executed by an executive financial officer of Seller stating that the Closing OCA Statement has been prepared in accordance with this Agreement. The “Closing OCA Adjustment” shall mean an amount equal to (i) $564,184 minus (ii) the “Other current assets” set forth on the Closing OCA Statement. In no event shall the Closing OCA Adjustment be a number less than $0.