Examples of Estimated Closing Inventory in a sentence
Prior to delivery of the statement setting forth the Estimated Closing Inventory Amount, Seller shall conduct a physical inventory of the inventory of the Business (and Buyer shall have the right to be present at, and to observe, such physical inventory), and such statement shall be based on such physical inventory.
The statements delivered pursuant to the first sentence of this Section 2.03 shall be accompanied by worksheets setting forth in reasonable detail Seller's calculations used to estimate the Preliminary Working Capital Amount and shall also state and show the calculation in reasonable detail of the Estimated Closing Inventory Value (including the book value of all materials and supplies of the Companies and the Alba Companies as of the Measurement Date (the "M&S BOOK VALUE")).
As used herein, “Estimated Closing Inventory” means the estimate of the Closing Inventory set forth in the Closing Certificate, and “Estimated Purchase Price” means an amount equal to the Purchase Price calculated as set forth in Section 3.1(a), assuming for purposes of such calculation at the Closing that the Closing Inventory is equal to the Estimated Closing Inventory.
Emissions from the operation of the planing mill (4L, 5L and 6L) shall not exceed the limits specified below:Particulate Matter (PM) 0.05 gr/dscf 15.0 lbs/hr 22.5 tons/yrPM-10 0.05 gr/dscf 15.0 lbs/hr 22.5 tons/yrPM-2.5 0.05 gr/dscf 15.0 lbs/hr 22.5 tons/yrThese emissions are derived from the estimated overall emission contribution from operating limits.
If the Post-Closing Adjustment is a negative number, the Equityholders shall pay to Buyer an amount equal to the Post-Closing Adjustment; provided that if the Estimated Closing Inventory exceeded the Target Closing Inventory, the Equityholders shall pay Buyer an amount of the difference between the Target Closing Inventory and the Closing Inventory.
The term “Closing Consideration” means (a) $52,500,000, plus (b) the Estimated Closing Inventory, less (c) the Estimated Closing Trade Deductions, less (d) the Escrow Amounts, less (e) the Closing Debt.
The Purchase Price shall be either increased by the amount by which the Closing Inventory Value is more than the Estimated Closing Inventory Value or decreased by the amount by which the Closing Inventory Value is less than the Estimated Closing Inventory Value (the Purchase Price as so increased or decreased being hereinafter called the “Final Purchase Price”), as set forth herein.
Subject to Section 3.3(b)(iv), the written notice delivered by Purchasers to Seller GP pursuant to the second sentence of this Section 3.3(b)(iii) shall also specify an amount (whether positive or negative) equal to the sum of the Audited On-Site Inventory Value plus the Audited Off-Site Inventory Value (such sum, the “Audited Closing Inventory Value”) minus the value of the Estimated Closing Inventory (such difference, the “Inventory Value Differential”).
Seller shall have delivered or caused to be delivered to Buyer the Estimated Closing Inventory Report on or before the close of fifth business day prior to the Closing Date, which schedule shall be true and correct in all material respects.
The Estimated Closing Inventory Schedule and the Estimated Closing Inventory Amount shall be prepared as provided herein and in accordance with the accounting principles and procedures used by Seller in preparation of its Financial Statements (the “Inventory Procedures”) and the inventory valuation process (the “Inventory Valuation Process”), both of which are attached hereto as Schedule 2.4(a).