Final Inventories definition

Final Inventories shall have the meaning set forth in Section 2.7(c).
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Final Inventories means (i) if no notice of Disputed Items is delivered by Purchaser within the period provided in Section 2.7(b), Inventories as shown on the Inventories Statement as prepared by J&J or (ii) if such a notice of Disputed Items is delivered by Purchaser, either (x) Inventories as agreed to in writing by J&J and Purchaser or (y) Inventories as shown in the Independent Accountant's calculation delivered pursuant to this Section 2.7(c). The parties acknowledge that they have discussed their past contacts, if any, with the Independent Accountant, and that neither party shall have the right to object to the Independent Accountant's service in such role by reason of non-disclosure of past contacts, conflicts of interest, or any other reason. The scope of the disputes to be resolved by the Independent Accountant shall be limited to the unresolved Disputed Items, and the Independent Accountant is not to make any other determination. Any determinations by the Independent Accountant, and any work or analyses performed by the Independent Accountant, in connection with its resolution of any dispute under this Section 2.7 shall not be admissible in evidence in any suit, action or proceeding between the parties, other than to the extent necessary to enforce payment obligations under this Section 2.7(c).
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Final Inventories has the meaning set forth in Section 3.5(d);
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Examples of Final Inventories in a sentence

  • The Final Inventories Statement shall set forth Seller’s proposed good faith calculations of the Purchase Price, based on the Final Inventories Value set forth in the Final Inventories Statement and the Final Commercialization Agreement Payment Value set forth in the Final Commercialization Agreement Payment Statement.

  • For the avoidance of doubt, any items on the Final Inventories Statement as to which either Party has not provided a reasonably detailed objection and provided an alternative calculation in the Dispute Notice delivered within the time period specified in this Section 2.07(b) shall be final, binding and conclusive on the Parties.

  • The Final Inventories Statement shall also set forth Seller’s proposed calculation of the amount by which the Purchase Price exceeds, or is less than, the Estimated Purchase Price (such amount, as finally determined in accordance with this Section 2.07, the “Final Adjustment Amount”).

  • If either Party does not deliver a Dispute Notice within the time period specified in this Section 2.07(b), the Parties shall be deemed to have accepted and agreed with the Final Inventories Statement, Seller’s calculation of the Final Adjustment Amount and the Purchase Price shall be final, binding and conclusive on the Parties and the payment provided for in Section 2.08 shall be based on such amount.

  • If the Final Inventories are less than the Estimated Inventories, Seller shall, within five (5) Business Days after the determination of the Final Inventories, pay to Purchaser, by wire transfer of immediately available funds in accordance with written instructions given by Purchaser to Seller, the amount of such shortfall.

  • In all respects material to the Business, the Final Inventories will be free from any latent defect which would render such Inventories defective or not fit for sale or adulterated within the meaning set forth in any applicable Law.

  • As used herein, "Final Inventories" shall mean (i) if no notice of Disputed Items is delivered by Purchaser within the period provided in Section 2.7(b), Inventories as shown on the Inventories Statement as prepared by J&J or (ii) if such a notice of Disputed Items is delivered by Purchaser, either (x) Inventories as agreed to in writing by J&J and Purchaser or (y) Inventories as shown in the Independent Accountant's calculation delivered pursuant to this Section 2.7(c).

  • The "Final Inventories Value" shall be the sum of final inventory value for Hydrocarbon Inventories determined in accordance with Schedules E.1 and E.

  • If the Final Inventories Purchase Price exceeds the Estimated Inventories Purchase Price, Buyer shall pay to Seller, in the manner and with interest as provided in Section 2.06(b), the amount of such excess.

  • These are the Initial, Work, Annual and Final Inventories prepared and submitted in accordance with the following terms: Assets that the GRANTOR will effectively deliver on the Closing Date and which shall be part of the Certificate of the Concession Assets Delivery.


More Definitions of Final Inventories

Final Inventories means (i) if no notice of Disputed Items is delivered by Purchaser within the period provided in Section 2.6(a), Closing Date Inventories as shown on the Inventories Statement as prepared by Seller or (ii) if such a notice of Disputed Items is delivered by Purchaser, either (x) Closing Date Inventories as agreed to in writing by Seller and Purchaser or (y) if there is no such agreement in writing, Closing Date Inventories as shown in the Independent Accountant’s calculation delivered pursuant to this Section 2.6(b). The Parties have mutually agreed to the appointment of Deloitte & Touche LLP as the Independent Accountant. The Parties represent and acknowledge that they have discussed their and their Affiliates past contacts, if any, with Deloitte & Touche LLP, and that neither Party shall have the right to object to Deloitte & Touche LLP’s service in such role by reason of past contacts. The scope of the disputes to be resolved by the Independent Accountant shall be limited to the unresolved Disputed Items (and the Independent Accountant shall determine and reflect on its report, for each Disputed Item, whether Seller’s or Purchaser’s position with respect to such Disputed Item is correct (or whether an amount between Seller’s and Purchaser’s amount for such Disputed Item is correct)), and no other determination by the Independent Accountant shall be binding on the Parties. Any determinations by the Independent Accountant, and any work or analyses performed by the Independent Accountant, in connection with its resolution of any dispute under this Section 2.6, shall not be admissible in evidence in any suit, action or proceeding between the Parties, other than to the extent necessary to enforce payment obligations under this Section 2.6.
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Final Inventories means (i) if no notice of Disputed Items is delivered by Inventory Purchaser within the periods provided in Sections 2.7(a) or (b), Inventories as shown on the Inventories Statement as prepared by Seller or (ii) if such a notice of Disputed Items is delivered by Inventory Purchaser, either (x) Inventories as agreed to in writing by Seller and Inventory Purchaser or (y) Inventories as shown in the Independent Accountant's and/or the Arbitrator's calculation delivered pursuant to this Section 2.7(c). The scope of the disputes to be resolved by the Independent Accountant or Arbitrator, as the case may be, shall be limited to the unresolved Disputed Items, and the Independent Accountant or Arbitrator, as the case may be, shall not make any other determination. Any determinations by either of the Independent Accountant or Arbitrator, respectively, and any work or analyses performed by either of the Independent Accountant or Arbitrator, respectively, in connection with its resolution of any Dispute under this Section 2.7, shall not be admissible in evidence in any suit, action or proceeding between the Parties, other than to the extent necessary to enforce payment obligations under this Section 2.7(c).
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Final Inventories means (i) if no notice of disagreement is delivered by Shareholder within the period provided in Section 2.2(d), as shown in Purchaser's calculation delivered pursuant to Section 2.2(c) or (ii) if such notice of disagreement is delivered by Shareholder, either (A) as agreed in writing by the Purchaser and Shareholder or (B) as shown in the Accounting Referee's calculation delivered pursuant to this Section 2.2(e).
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Final Inventories means (i) if no notice of Disputed Items is delivered by Purchaser within the period provided in subclause (b) above, Inventories as shown in the Inventories Statement as prepared by Pfizer, or (ii) if such a notice of Disputed Items is delivered by Purchaser, either (x) as agreed to in writing by Pfizer and Purchaser, or (y) * OMITTED PURSUANT TO OUR REQUEST FOR CONFIDENTIAL TREATMENT Inventories as shown in the Accounting Expert's calculation delivered pursuant to this subclause (c).
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Related to Final Inventories

  • Inventories means “Inventories” as defined in the Uniform System of Accounts, such as, but not limited to, provisions in storerooms, refrigerators, pantries and kitchens; beverages in wine cellars and bars; other merchandise intended for sale; fuel; mechanical supplies; stationery; and other expensed supplies and similar items.

  • Product Inventory means all inventory of the Product owned by Seller or its Affiliates as of the Closing, including raw materials, work-in-process, bulk form drug and finished Product.

  • Transferred Inventory has the meaning set forth in Section 2.2(a)(iii).

  • Inventory is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

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

  • Obsolete Inventory means items that have expired, are redundant or

  • Inventory Formula Amount means (i) the lesser of (x) 75% of the Value of Eligible Inventory and (y) 85% of the NOLV Percentage of the Value of Eligible Inventory plus (ii) the lesser of (x) the lesser of (1) 75% of the Value of Eligible In-Transit Inventory and (2) 85% of the NOLV Percentage of the Value of the Eligible In-Transit Inventory and (y) $10,000,000.

  • Excess Inventory means all Inventory and Special Inventory possessed or owned by Flextronics that is not required for consumption to satisfy the next [***] of demand for Products under the then-current purchase order(s) and forecast.

  • Consumables means where the context permits, Digital Print Consumables, Inkjet Printing System Consumables and Prepress Consumables.

  • Consigned Inventory means Inventory of any Borrower that is in the possession of another Person on a consignment, sale or return, or other basis that does not constitute a final sale and acceptance of such Inventory.

  • Consumable means any component of a good that is used up recurrently and needs to be replaced for the good to function as intended;

  • Excluded Inventory means any of the following inventory of goods, merchandise, or other inventory of Seller located at the Leased Premises: (a) all items in the Fresh Departments;

  • In-Transit Inventory means Inventory of a Borrower which is in the possession of a common carrier and is in transit from a Foreign Vendor of a Borrower from a location outside of the continental United States to a location of a Borrower that is within the continental United States.

  • Finished Products means any one or more of the following petroleum oils, or a mixture or combination of these oils, to be used without further processing except blending by mechanical means:

  • Eligible Inventory means and include Inventory, excluding work in process, with respect to each Borrower, valued at the lower of cost or market value, determined on a first-in, first-out basis, which is not obsolete, slow moving or unmerchantable as determined by Agent in its Permitted Discretion and which Inventory, based on such considerations as Agent may from time to time deem appropriate in its Permitted Discretion including whether the Inventory is subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance). Notwithstanding anything herein to the contrary, no Inventory shall be Eligible Inventory to the extent such Inventory was acquired by a Borrower pursuant to an entity creation under Section 7.12 or a Permitted Acquisition, unless Agent has (i) completed field examinations with respect to such Inventory, the results of which are satisfactory in form and substance to Agent in its Permitted Discretion or (ii) waived such restriction in its Permitted Discretion. In addition, Inventory shall not be Eligible Inventory if it: (a) does not conform in all material respects to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is in transit (other than between one or more locations where Borrowers are permitted hereunder to maintain or store Inventory and such location is the subject of a Lien Waiver Agreement or a Processor’s Agreement, as applicable, unless such location is owned by Borrower); (c) is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement; (d) constitutes Consigned Inventory (other than Consigned Inventory that is subject to a warehouseman’s waiver in form and substance satisfactory to Agent); (e) is the subject of an Intellectual Property Claim; (f) is subject to a License Agreement that limits, conditions or restricts the applicable Borrower’s or Agent’s right to sell or otherwise dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in its Permitted Discretion after establishing reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion); (g) at any time following seventy-five (75) days after the Closing Date (or such later date agreed to by Agent), is situated at a location not owned by a Borrower unless the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement or a Processor’s Agreement, as applicable (or Agent shall have established reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion in an amount not to exceed the equivalent of three (3) months’ rental obligation with respect to such location); or (h) if the sale of such Inventory would result in the creation of a Receivable which, on the date of such sale, would fail to constitute an Eligible Receivable due to the operation of any of clauses (b), (c) or (e) – (p) of such definition.

  • Seller Products means all products and services that are being manufactured or performed by Seller at any time, other than Logic Business Products that are being manufactured or performed by Seller as of the Closing Date.

  • Eligible Finished Goods Inventory means all Finished Goods Inventory that is Eligible Inventory.

  • shipped includes removal from the work sites by ship or any other means;

  • Qualified Inventory means all Raw Materials Inventory, Semi-Finished Goods and Scrap Inventory and Finished Goods Inventory held by a Credit Party in the normal course of business and owned solely by such Credit Party (per plant level records whereby manufactured items are valued at pre-determined costs and purchased items are valued at rolling average actual cost).

  • Finished Goods means units of a manufactured product awaiting sale.

  • Raw Materials means all raw materials, supplies, components and packaging necessary to manufacture and ship the Product in accordance with the Specifications, as provided in Exhibit A, but not including the API.

  • Items means the finished goods or services which are intended for export from the United States, either directly or as an Indirect Export, meet the U.S. Content requirements in accordance with Section 2.01(b)(ii) of this Agreement and are specified in Section 4.A. of the Loan Authorization Agreement.

  • Goods/Materials means any of the articles, materials, machinery, equipments, supplies, drawing, data and other property and all services including but not limited to design, delivery, installation, inspection, testing and commissioning specified or required to complete the order.

  • Rental Equipment means the equipment identified on the Service Agreement and Order Schedule or otherwise notified to you in writing that we will rent to you as part of our provision of the Services and which you will return to us after expiry or termination of the Agreement, subject to the provisions of this Agreement.

  • X-ray equipment means an x-ray system, subsystem, or component thereof. Types of x-ray equipment are as follows:

  • Refined Products means gasoline, diesel fuel, jet fuel, asphalt and asphalt products, and other refined products of crude oil.