Final Closing Inventory Statement definition

Final Closing Inventory Statement shall have the meaning assigned thereto in Section 2.9(d).

Final Closing Inventory Statement shall have the meaning assigned thereto in Section 2.9(d). "Final Conversion Date Inventory Statement" shall have the meaning assigned thereto in Section 2.10(d). "Final Other Business Inventory Statement" shall have the meaning assigned thereto in Section 7.13(d).

Final Closing Inventory Statement has the meaning set forth in Section 5.12(a)(ii). "Governmental Authority" as used in the Agreement shall mean any federal, state, local or administrative authority. "Indemnified Party" has the meaning set forth in Section 11.3. "Indemnifying Party" has the meaning set forth in Section 11.3. "Inventory" has the meaning set forth in Section 1.1(iii). "Knowledge of Buyer" means the actual present knowledge of those officers and employees of Buyer, after due inquiry, listed in Schedule 14.1.a. "Knowledge of Seller" means the actual present knowledge of those officers and employees of Seller, after due inquiry, listed in Schedule 14.1.b. "Legal Action" has the meaning set forth in Section 11.3. "Material Contracts" has the meaning set forth in Section 3.11. "Material Adverse Effect" as used in this Agreement shall mean a material adverse effect on the financial condition of the Seller, taken as a whole, except for any such effects resulting from (i) this Agreement, the transactions contemplated hereby or the announcement thereof, (ii) changes in general economic or political conditions in general, (iii) changes, after the date of this Agreement, in conditions generally applicable to businesses in the same industry as the Seller including changes in laws generally applicable to the Business or such industry, or (iv) loss of any business or customers after the Closing Date. "Minimum" has the meaning set forth in Section 11.1(i). "Pension Plans" has the meaning set forth in Section 3.13. "Permitted Exceptions" has the meaning set forth in Section 5.10. "Purchase Price" has the meaning set forth in Section 1.4. "Purchased Assets" has the meaning set forth in Section 1.1. "Real Property Leases" has the meaning set forth in Section 1.1(i). "Related Agreements" has the meaning set forth in Section 2.1. "Sales Employees" has the meaning set forth in Section 7.1. "Schedule," together with the numeric designation thereof (e.g., "Schedule 3.3"), means the specifically enumerated Schedule. Except to the extent otherwise expressly provided herein, each Schedule has been separately delivered and agreed to as of the date of this Agreement. "Seller Documents" has the meaning set forth in Section 3.2.

Examples of Final Closing Inventory Statement in a sentence

• The Adjustment Payment shall be the difference, if any, between (x) the value of Inventory, as reflected on the Final Closing Inventory Statement, minus (y) $51,500,000.

• The Purchase Price will be adjusted to the benefit of Buyer or Seller, dollar for dollar, to the extent that the value of the Inventory as of the Closing, as reported in the Final Closing Inventory Statement (as defined below), is more or less than the Target Value (the "Inventory Adjustment").

• If the aggregate value of inventory reflected on the Final Closing Inventory Statement exceeds the Closing Perpetual Inventory Value, the Inventory Adjustment Payment shall be made by Buyer and shall equal the amount of such excess.

• If the aggregate value of inventory reflected on the Final Closing Inventory Statement is less than the Closing Perpetual Inventory Value, the Inventory Adjustment Payment shall be made by Sellers and shall equal the amount of such shortfall.

• The Closing Inventory Statement, in the form in which it becomes final and binding upon Buyer and Seller as aforesaid, is hereinafter referred to as the "Final Closing Inventory Statement".

• The Adjustment Payment shall be the difference, if any, between (x) the value of Inventory, as reflected on the Final Closing Inventory Statement, minus (y) the value of Inventory, as reflected on the Estimated Inventory Statement.

• Following the Closing, Purchaser shall maintain the accounting books and records on which the Final Closing Inventory Statement is to be based consistent with the Inventory Principles.

• The Final Closing Inventory Statement shall be delivered by Seller to Buyer within five (5) business days after it becomes binding upon Buyer and Seller as aforesaid.

• At the Closing, except to the extent excluded from the Final Closing Inventory Statement, the Inventory will (a) be current, non-obsolete and saleable in the ordinary course and pursuant in all material respects to all applicable laws, including the FDA Act, and (b) meet in all material respects applicable manufacturing specifications and be free of defects in all material respects.