Company Inventory Value definition

Company Inventory Value means the value in U.S. dollars of the Company Inventory, as determined in accordance with this Agreement.
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Company Inventory Value means the Inventories of the Company and its Subsidiaries valued in accordance with the valuation methodologies set forth on Schedule 1.01(a) hereto at a specified date.
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Company Inventory Value has the meaning set forth in Section 2.6.
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Examples of Company Inventory Value in a sentence

  • The purchase price for the Membership Interest shall be equal to (i) $140,000,000 (one hundred forty million dollars) (the “Membership Interest Base Purchase Price”) plus (ii) the Final Company Inventory Value.

  • Seller will value the Combined Inventory in accordance with, and the Final Company Inventory Value and the Final Included Seller Inventory Value will be consistent with, the valuation and calculation procedures set forth in Schedule 3.2(a)-1 and Schedule 3.2(a)-2, respectively.

  • The Auditor’s costs and expenses shall be borne equally by Buyer and Seller, and Buyer and Seller shall otherwise each bear their own costs and expenses incurred in connection with the calculation of Company Working Capital, Company Inventory Value and the determination thereof by the Auditor.

  • To the extent that the Estimated Company Inventory Value exceeds the Inventory Value Reference Amount, at the Closing, the Base Amount shall be adjusted upwards dollar for dollar in the amount equal to such difference.

  • Prior to the Closing Date, Seller shall cause the Company to prepare and deliver to Buyer a good faith estimate of Company Inventory Value (consistent with the principles set forth in Schedule 2.6(a)) as of the Closing Date (the “Estimated Company Inventory Value”) and Buyer shall be entitled to have a representative present to observe the preparation of such estimate.

  • If Seller has submitted a notice of non acceptance, then, thereafter, Buyer and Seller shall use commercially reasonable efforts to consult with each other and to reach an agreement in respect of Company Working Capital and/or Company Inventory Value (as applicable) within fifteen (15) Business Days of Buyer’s receipt of such notice of non acceptance.

  • Attached hereto as Schedule 2.04(a)(ii) is Seller's calculation of Company Inventory Value at July 31, 2000 (the "Initial Inventory Value").

  • Within five Business Days after receiving the Decision Notices, the Accounting Expert will determine its best estimate of the Company Inventory Value and/or the Included Seller Inventory Value as of the Closing Date.

  • The amount determined by the Accounting Expert shall be the Final Company Inventory Value and/or the Final Included Seller Inventory Value.

  • Each Party shall promptly make available to the other party and/or the Auditor, as applicable, all information (as in their respective possession or control) and personnel who prepared such information as may be reasonably required to enable the calculation of Company Working Capital and/or Company Inventory Value by Buyer (as applicable), review and analysis thereof by Seller and rendering of a final determination by the Auditor, as applicable.


More Definitions of Company Inventory Value

Company Inventory Value means the fair market value of the Inventory, determined on a basis consistent and in accordance with the physical inventory procedures, agreed upon inventory pricing, accounting principles, practices, methodologies and policies set forth on Schedule 2.6(a) attached hereto (the “Company Inventory Value Related Consistent Principles”).
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Related to Company Inventory Value

  • Inventory Value has the meaning set forth in Section 2.1.

  • Inventory Formula Amount means (i) the lesser of (x) 75% of the Value of Eligible Inventory and (y) 85% of the NOLV Percentage of the Value of Eligible Inventory plus (ii) the lesser of (x) the lesser of (1) 75% of the Value of Eligible In-Transit Inventory and (2) 85% of the NOLV Percentage of the Value of the Eligible In-Transit Inventory and (y) $10,000,000.

  • Product Inventory means all inventory of the Product owned by Seller or its Affiliates as of the Closing, including raw materials, work-in-process, bulk form drug and finished Product.

  • In-Transit Inventory means Inventory of a Borrower which is in the possession of a common carrier and is in transit from a Foreign Vendor of a Borrower from a location outside of the continental United States to a location of a Borrower that is within the continental United States.

  • Inventory Appraisal means (a) on the Closing Date, the appraisal prepared by Great American Group dated June 2007 and (b) thereafter, the most recent inventory appraisal conducted by an independent appraisal firm pursuant to Section 9.2(b).

  • Obsolete Inventory means items that have expired, are redundant or

  • Transferred Inventory has the meaning set forth in Section 2.2(a)(iii).

  • Excess Inventory means all Inventory and Special Inventory possessed or owned by Flextronics that is not required for consumption to satisfy the next [***] of demand for Products under the then-current purchase order(s) and forecast.

  • Gross Book Value means, at any time, the book value of the assets of the REIT, as shown on its then most recent balance sheet, plus the amount of accumulated depreciation shown thereon.

  • Excluded Inventory means any of the following inventory of goods, merchandise, or other inventory of Seller located at the Leased Premises: (a) all items in the Fresh Departments;

  • ex-works price means the price paid for the product ex works to the manufacturer in the EU or in a SADC EPA State in whose undertaking the last working or processing is carried out, provided the price includes the value of all the materials used, minus any internal taxes paid which are, or may be, repaid when the product obtained is exported;

  • Adjusted Net Book Value means, as of any date of determination, with respect to each Adjusted Program Vehicle as of such date, the product of 0.965 and the Net Book Value of such Adjusted Program Vehicle as of such date.

  • Eligible Finished Goods Inventory means all Finished Goods Inventory that is Eligible Inventory.

  • Eligible Inventory means and include Inventory, excluding work in process, with respect to each Borrower, valued at the lower of cost or market value, determined on a first-in, first-out basis, which is not obsolete, slow moving or unmerchantable as determined by Agent in its Permitted Discretion and which Inventory, based on such considerations as Agent may from time to time deem appropriate in its Permitted Discretion including whether the Inventory is subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance). Notwithstanding anything herein to the contrary, no Inventory shall be Eligible Inventory to the extent such Inventory was acquired by a Borrower pursuant to an entity creation under Section 7.12 or a Permitted Acquisition, unless Agent has (i) completed field examinations with respect to such Inventory, the results of which are satisfactory in form and substance to Agent in its Permitted Discretion or (ii) waived such restriction in its Permitted Discretion. In addition, Inventory shall not be Eligible Inventory if it: (a) does not conform in all material respects to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is in transit (other than between one or more locations where Borrowers are permitted hereunder to maintain or store Inventory and such location is the subject of a Lien Waiver Agreement or a Processor’s Agreement, as applicable, unless such location is owned by Borrower); (c) is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement; (d) constitutes Consigned Inventory (other than Consigned Inventory that is subject to a warehouseman’s waiver in form and substance satisfactory to Agent); (e) is the subject of an Intellectual Property Claim; (f) is subject to a License Agreement that limits, conditions or restricts the applicable Borrower’s or Agent’s right to sell or otherwise dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in its Permitted Discretion after establishing reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion); (g) at any time following seventy-five (75) days after the Closing Date (or such later date agreed to by Agent), is situated at a location not owned by a Borrower unless the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement or a Processor’s Agreement, as applicable (or Agent shall have established reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion in an amount not to exceed the equivalent of three (3) months’ rental obligation with respect to such location); or (h) if the sale of such Inventory would result in the creation of a Receivable which, on the date of such sale, would fail to constitute an Eligible Receivable due to the operation of any of clauses (b), (c) or (e) – (p) of such definition.

  • Final Working Capital Statement has the meaning set forth in Section 2.04.

  • Inventory is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

  • Current Assessed Value means the assessed value of the District certified by the municipal assessor as of April 1st of each year that the District remains in effect.

  • Inventory Sublimit means the amount(s) set forth in Section 1(d) of Schedule A.

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

  • Eligible In-Transit Inventory means, as of any date of determination thereof, without duplication of other Eligible Inventory, In-Transit Inventory:

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

  • Inventory Reserves means such reserves as may be established from time to time by the Administrative Agent in the Administrative Agent’s Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as may adversely affect the market value of the Eligible Inventory. Without limiting the generality of the foregoing, Inventory Reserves may, in the Administrative Agent’s Permitted Discretion, include (but are not limited to) reserves based on:

  • Net Book Value means the net book value of the relevant Supplier Asset(s) calculated in accordance with the depreciation policy of the Supplier set out in the letter in the agreed form from the Supplier to the Costumer of even date with this Call Off Contract;

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Gross Asset Value means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

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