Final Inventory Amount definition

Final Inventory Amount has the meaning set forth in Section 1.10(d).

Final Inventory Amount. As defined in Section 1.4(a).

Final Inventory Amount means the book value of the Inventory net of reserves for obsolete, slow-moving or damaged inventory in each case determined as of the Closing Date in accordance with GAAP and the methodology described in Section 1.4.

Examples of Final Inventory Amount in a sentence

• If Buyer fails to deliver such written notice within such 30-day period, Seller’s calculation of the Closing Inventory Amount shall be the Final Inventory Amount, which shall be binding upon the parties.

• The Closing Inventory Amount and Final Inventory Amount shall be determined in accordance with GAAP applied consistently with the Seller’s internal management accounting and quality control policies and shall be calculated without giving effect to any changes or adjustments arising from the transactions contemplated by this Agreement or the Ancillary Agreements.

• On the Closing Date, except to the extent excluded from the Final Inventory Amount or set forth on Schedule 3.12, the Inventory will consist of goods usable and saleable in the ordinary course and pursuant in all material respects to all Applicable Laws, including the Federal, Food, Drug and Cosmetic Act and, with respect to the packaging for the Products, all applicable federal and state labeling requirements.

• Buyer shall have the right to be present to observe and verify the taking of any physical inventory in conjunction with the preparation of Seller’s calculation of the Closing Inventory Amount, and, at any time after Seller’s notice of its calculation of the Closing Inventory Amount but prior to the determination of the Final Inventory Amount in accordance with this Section 2.08, may review and examine the procedures, books, records and work papers of Seller relating to such calculation.

• If the Target Closing Inventory Amount exceeds the Final Inventory Amount by more than $100,000, Seller shall pay to Buyer, as an adjustment to the Base Purchase Price, in the manner and with interest as provided in Section 2.09(b), the amount of such excess.

More Definitions of Final Inventory Amount

Final Inventory Amount shall have the meaning assigned thereto in Section 1.8(d).

Final Inventory Amount means the Closing Inventory Amount (i) as shown in Seller’s calculation delivered pursuant to Section 1.8(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 1.8(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer and Seller pursuant to Section 1.8(c) or (B) in the absence of such agreement, as shown in the Independent Expert’s calculation delivered pursuant to Section 1.8(c); provided that in no event shall the Final Inventory Amount be more than Seller’s calculation of the Closing Inventory Amount delivered pursuant to Section 1.8(a) or less than Buyer’s calculation of the Closing Inventory Amount delivered pursuant to Section 1.8(b).

Final Inventory Amount shall have the meaning set forth in Section 2.2.

Final Inventory Amount shall initially be the Estimated Inventory Amount and shall be increased or decreased as follows: (i) if the Closing Inventory Amount is less than the Estimated Inventory Amount, then the Final Inventory Amount shall be decreased by such shortfall; and (ii) if the Closing Inventory Amount is greater than the Estimated Inventory Amount, then the Final Inventory Amount shall be increased by the amount of such excess. Upon determination of the Final Inventory Amount, the Inventory Note Amount shall be increased or decreased, as applicable, to equal the Final Inventory Amount less $1,100,000, with the adjusted Inventory Note Amount less all payments of principal and interest previously paid under the Inventory Note to be amortized over the remaining term of the Inventory Note and with interest to accrue from the original issue date of the Inventory Note; provided, however, that if the Final Inventory Amount is determined after the maturity date of the Inventory Note, (1) the amount of such increase shall be paid by the Purchaser to the Seller within five (5) Business Days of the determination of the Final Inventory Amount or (2) the amount of such decrease shall be paid by the Seller to the Purchaser within five (5) Business Days of the determination of the Final Inventory Amount and the Purchaser may as an alternative, in its sole and absolute discretion, recover such decrease from the Indemnity Escrow Fund (and, upon Purchaser’s request, Purchaser and the Seller shall, as promptly as practicable, deliver a joint written instruction to the Escrow Agent to release such amount from the Indemnity Escrow Fund to Purchaser).” Definition of “Total Consideration” in Annex A of the Agreement (marked to show changes):

Final Inventory Amount means the Closing Inventory Amount (i) as shown in Seller’s calculation delivered pursuant to Section 2.08(a)if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.08(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer and Seller pursuant to Section 2.08(c) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 2.08(c); provided that in no event shall the Final Inventory Amount be more than Seller’s calculation of the Closing Inventory Amount delivered pursuant to Section 2.08(a) or less than Buyer’s calculation of the Closing Inventory Amount delivered pursuant to Section 2.08(b).

Final Inventory Amount shall have the meaning set forth for ---------------------- such term in Section 2.3(b) hereof.

Final Inventory Amount. Section 3.5.(b) "Government Entities" - Section 2.2.(k) "HSR Act" - Section 4.3 "Indemnified Party" - Section 10.3.(a) "Indemnifying Party" - Section 10.3.(a) "Interim Inventory Amount" - Section 3.2.(d)(i) "Inventory" - Section 1.1.(a) "Laws" - Section 2.2.(k) "Liability" - Section 2.1 "Lien" - Section 4.12(a) "Litigation" - Section 2.2.(f) "Minimum Annual Earnout Amount" - Section 3.4.(a) "Minimum Earnout Amount" - Section 3.4.(a) "Net Revenues" - Section 3.4.(a) "Orders" - Section 2.2.(k) "Products" - Section 4.11 "Purchased Assets" - Section 1.1 "Purchase Price" - Section 3.1 "Reference Balance Sheet" - Section 4.4 "Total Costs" - Section 3.3.(a)(x) "Trade Rights" - Section 4.9 Where any group or category of items or matters is defined collectively in the plural number, any item or matter within such definition may be referred to using such defined term in the singular number.