Estimated Inventory definition

Estimated Inventory shall have the meaning set forth in Section 3.2(b).

Estimated Inventory has the meaning given such term in Section 2.5(a).

Estimated Inventory as set forth on Schedule 2.2(b).

Examples of Estimated Inventory in a sentence

• The Company shall prepare, in good faith, and deliver to Buyer, at least three Business Days prior to the Closing Date, a certificate signed by the Company's Chief Executive Officer and Chief Financial Officer (the "Closing Financial Certificate") setting forth the Estimated Net Receivables Amount and the Estimated Inventory Value.

• If the Estimated Net Receivables Amount plus the Estimated Inventory Value (the "Estimated Working Capital Amount") is less than $450 million, then Buyer may, at Buyer's election, reduce the Cash Consideration to be paid to Sellers at the Closing by the amount of such shortfall (the "Estimated Working Capital Adjustment").

• For the avoidance of doubt, if the Inventory Purchase Price equals the Estimated Inventory Purchase Price, no amounts will be due and payable.

• The volume and description of the EDS Inventory used as the basis for preparing the Estimated Inventory Amount shall be based on the most recent month prior to Completion for which figures are available and as may be adjusted by the Seller in good faith to take account of any expected variations between the date of such stock-take and the expected Completion Date.

• Within a period not later than ten (10) business days after final agreement as to the amount and value of the Inventory (the “Reconciled Inventory Price”), Seller shall pay to Buyer the amount by which the Estimated Inventory Price exceeds the Reconciled Inventory Price or Buyer shall pay to Seller the amount by which the Reconciled Inventory Price exceeds the Estimated Inventory Price.

More Definitions of Estimated Inventory

Estimated Inventory shall be an amount based on Seller’s estimate of projected Final Inventory (as defined in Section 3.2(c)) as of the opening of business on the Closing Date (without giving any effect to the Closing or any step up or step down in value for financial reporting purposes as a result of the closing of the transactions contemplated by the Semiconductor Business Purchase Agreement) prepared on a basis consistent with past accounting practice of the Business as estimated in good faith by Seller and set forth in a certificate delivered by Seller to Purchaser, together with reasonable supporting documentation for the calculation thereof, not less than three (3) business days prior to the Closing Date, it being agreed that at the time of the delivery of such certificate and continuing thereafter Seller shall provide a reasonable opportunity for Purchaser to review such supporting documentation and discuss it in good faith with responsible representatives of Seller.

Estimated Inventory shall have the meaning set forth in Section 2.7(a).

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

Estimated Inventory means the estimated Inventory of the Company as of the close of business on the Closing Date, as set forth on the Closing Estimate delivered to Buyer pursuant to Section 2.06, determined on a consolidated basis in accordance with the Accounting Principles and the Company Accounts Schedule.

Estimated Inventory means Seller’s good faith estimate of Inventory Amount as of the Effective Time.

Estimated Inventory has the meaning specified in Section 2.5(a)(i).

Estimated Inventory has the meaning set forth in Section 2.12(a).