Estimated Closing Inventory definition

Estimated Closing Inventory has the meaning set forth in Section 2.5(d).

Estimated Closing Inventory has the meaning set forth in Section 3.1(b)(ii).

Estimated Closing Inventory means One Million One Hundred Thousand Dollars ($1,100,000).

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.

• In the event the gross book value of the Estimated Closing Inventory is less than 90% of the gross book value of the September Inventory set forth on Schedule 1.2(c), Buyer shall deduct, on a dollar-for-dollar basis, the amount by which the gross book value of the Estimated Closing Inventory is less than 90% of the gross book value of the September Inventory set forth on Schedule 1.2(c) from the Purchase Price.

• In consideration for the sale of the Conveyed Assets, at the Closing, Purchaser shall pay to Seller a purchase price equal to the sum of $35,000,000 plus the Estimated Closing Inventory Value (the “Closing Purchase Price”).

• The Purchase Price shall be either increased by the amount by which the Closing Inventory Value is in excess of 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.

• Seller and Purchaser shall each be responsible for and pay one-half of all EisnerAmper’s fees to conduct such physical count of the Transferred Inventory and prepare such statement setting forth the Estimated Closing Inventory Value.

• Within the five (5) business days prior to the Closing Date, SeraCare shall deliver a certificate, signed by either the Chief Executive Officer or the Chief Financial Officer of SeraCare, setting forth SeraCare’s good faith estimate of the amount of the Human Sample Inventory of the Business at Closing (the “Estimated Closing Inventory”), which Estimated Closing Inventory shall be binding on the parties hereto except as set forth below.

• The Estimated Purchase Price shall be calculated by adjusting the Unadjusted Purchase Price upward or downward based on the formula set forth in Section 4.5.2 (assuming no Dispute Notice is delivered by Acquiror to Seller), ------------- using the amounts set forth on the Estimated Closing Inventory Statement instead of those set forth on the Closing Inventory Statement and the Estimated Closing Prepaid/Proration Amounts instead of the Closing Prepaid/Proration Amounts.

• The value of the Estimated Closing Inventory Value reflected on the Closing Statement will be based on the results of a physical inventory of the Inventory to be taken jointly by Seller and Purchaser (and/or their respective representatives) and calculated in accordance with the accounting practices set forth in Section 2.07(a)(i) of the Disclosure Schedule.

• 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).

• Not later than the third business day prior ------------------------ to the Closing Date, Seller shall deliver to Acquiror (a) an estimated Closing Inventory Statement (the "Estimated Closing Inventory Statement"), (b) an estimated Closing Prepaid/Proration Statement (the "Estimated Closing Prepaid/Proration Statement"), and (c) a statement setting forth the estimated Final Purchase Price (the "Estimated Purchase Price") and the calculation thereof.

More Definitions of Estimated Closing Inventory

Estimated Closing Inventory means the Sellers’ good faith estimate of the Closing Inventory, as set forth on the Pre-Closing Statement.

Estimated Closing Inventory is defined in Section 3.1(b).

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. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall pay and deliver the Estimated Purchase Price (as calculated based upon the Closing Certificate) to Seller by means of a wire transfer of immediately available cash funds to an account as directed by Seller in writing prior to the Closing.