Estimated Inventory Adjustment Amount definition

Estimated Inventory Adjustment Amount means the book value, as determined by an independent evaluator designated by the Seller and approved by the Buyer, which approval shall not be unreasonably withheld, of the fuel inventory priced as the Seller's weighted average fuel costs used at or in connection with the Purchased Assets as of the date that is ten (10) days before the Closing Date, which valuation shall be provided to the Buyer by the Seller no later than five (5) days before the Closing Date.
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Estimated Inventory Adjustment Amount means (a) the Estimated Inventory Purchase Price minus (b) the Target Inventory Purchase Price (which calculation may be a negative number); provided, that in the event the Estimated Inventory Adjustment Amount is a positive number, then the Estimated Inventory Adjustment Amount shall be deemed to equal zero (0).
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Estimated Inventory Adjustment Amount shall have the meaning set forth in Section 4.2(b).
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Examples of Estimated Inventory Adjustment Amount in a sentence

  • In particular, although substantially all of the Company's sales to date outside of Canada have been denominated in U.S. dollars, adverse fluctuations in the value of the U.S. dollar in relation to foreign currencies may affect the Company's sales to foreign customers.

  • The purchase price for the Purchased Assets shall be an amount equal to the sum of (i) $20,440,000, (ii) the Estimated Inventory Adjustment Amount, (iii) the Inventory Adjustment Amount and (iv) any amounts paid by Seller to acquire title to Leased Assets pursuant to Section 7.4 (the "Purchase Price").

  • At the Closing, Buyer will have sufficient funds available to it or have received binding written commitments (copies of which have heretofore been delivered to Seller) from one or more nationally recognized financial institutions to provide sufficient funds on the Closing Date to pay the Purchase Price, the Estimated Inventory Adjustment Amount and the Permitted Capital Expenditures Amount.

  • The purchase price for the Purchased Assets shall be an amount equal to the sum of (i) $243,500,000, (ii) the Estimated Inventory Adjustment Amount, (iii) the Inventory Adjustment Amount and (iv) any amounts paid by the Seller to acquire title to Leased Assets pursuant to Section 7.4 (the "Purchase Price").

  • The Buyer agrees to pay to the Seller at the Closing (i) the Buyer Share Consideration and (ii) cash in the amount of $70 million (the “Cash Consideration”), minus the Estimated Inventory Adjustment Amount, payable by wire transfer or delivery of other immediately available funds.

  • The Purchase Price paid by Purchaser to Seller on the Closing Date shall be (i) the Base Purchase Price, plus (ii) the value of the Required Inventory, plus or minus (as applicable) (iii) the Estimated Inventory Adjustment Amount (determined in accordance with Section 2.4(b) below), plus (iv) costs related to the CIP Projects, plus (v) Cargill’s actual cost for all title insurance policies and surveys relating to the Transferred Real Property (the “Closing Date Purchase Price”).

  • The Buyer agrees to pay to the Seller at the Closing (i) the Buyer Share Consideration and (ii) cash in the amount of $70 million (the "Cash Consideration"), minus the Estimated Inventory Adjustment Amount, payable by wire transfer or delivery of other immediately available funds.

  • If the Closing Date Inventory Adjustment Amount is less than the Estimated Inventory Adjustment Amount (the amount of such shortfall, if any, the “Purchase Price Overpayment”), Sellers shall, within forty-five (45) Business Days after the final determination of the Closing Statement, promptly pay to Buyers in cash by wire transfer of immediately available funds to an account designated by Buyers, an amount equal to the Purchase Price Overpayment.

  • The Closing Date Inventory and Estimated Inventory Adjustment Amount (and the individual elements thereof, as applicable) shall be determined (and the Final Inventory shall be prepared) in accordance with and consistent with the policies, principles, procedures and methodologies as set forth in Annex I attached hereto and made a part hereof (the “Inventory Methodology”).

  • For the purposes of calculating the Estimated Inventory Adjustment Amount, the coal inventory shall include all coal whether above or below grade except that any below grade coal, determined through a survey to be conducted by Seller prior to the Closing, whose use would be non-compliant with air emission regulations regarding SO(2) emissions, shall be excluded from such inventory.


More Definitions of Estimated Inventory Adjustment Amount

Estimated Inventory Adjustment Amount means the Estimated Inventory Excess, expressed as a positive number, or the Estimated Inventory Deficiency, expressed as a negative number, as applicable, as reflected in the Estimated Closing Statement.
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Estimated Inventory Adjustment Amount means $1,079,102.
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Estimated Inventory Adjustment Amount shall have the meaning set out in Section 1.2(b).
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Estimated Inventory Adjustment Amount means the value of the JP4 fuel inventory used at or in connection with the Gas Turbines, as published in the Journal of Commerce, on the date ten (10) days before the Closing Date, or the most recently published date prior to such date (ten days before the Closing) which valuation shall be provided to the Buyer by Seller no later than five (5) days before the Closing Date.
Sample 1
Estimated Inventory Adjustment Amount means the value of oil inventory and propane inventory used at or in connection with the Purchased Assets as of the date ten (10) days before the Closing Date, as determined by using the average price for residual 0.3% sulphur high pour New York cargo spot index for no. 6 oil - New York Harbor published in Bloomberg Energy during the consecutive ten (10) day period preceding the date which is ten (10) days before the Closing Date, and the average price for propane published in the Journal of Commerce for Propane-Mt. Belvieu during such consecutive ten (10) day period plus five cents ($0.05) per gallon, which valuations shall be provided to the Buyer by the Sellers no later than five (5) days before the Closing Date.
Sample 1
Estimated Inventory Adjustment Amount means the lesser of the Seller's book value of its coal inventory, or $48.50 per ton multiplied by the number of tons of coal in the coal inventory, used at or in connection with the Purchased Assets as of the date ten (10) days before the Closing Date, which valuation shall be provided to the Buyer by the Seller no later than five (5) days before the Closing Date. For the purposes of calculating the Estimated Inventory Adjustment Amount, the coal inventory shall include all coal whether above or below grade, except that any below grade coal, determined through a survey to be conducted by Seller prior to the Closing, whose use would be non-compliant with air emission regulations regarding SO2 emissions, shall be excluded from such inventory.
Sample 1

Related to Estimated Inventory Adjustment Amount

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

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

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

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

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

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • 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.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Inventory Formula Amount means the lesser of (i) 65% of the Value of Eligible Inventory; or (ii) 85% of the NOLV Percentage of the Value of Eligible Inventory.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.