Inventory Methodology definition

Inventory Methodology has the meaning set forth in Section 2.3(a).
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Inventory Methodology shall have the meaning set forth in Section 2.6.
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Inventory Methodology are set forth in Exhibit G hereto. “IRS” means the United States Internal Revenue Service. “Law” means any federal, state, local, municipal, foreign, tribal or other law (including common law), statute, legislation, constitution, principle of common law, resolution, ordinance, code, proclamation, treaty, convention, rule, regulation, proposed regulation, listing standard, directive, requirement, specification, executive decree or judgment or interpretation that is issued, enacted, promulgated, or otherwise put into effect, by or under the authority of any Governmental Authority. “Lien” means any lien, pledge, mortgage, deed of trust, security interest, attachment, levy or other similar encumbrance affecting title to the Seller Owned Real Property or Seller Leased Real Property. “Losses” means any and all Claims, judgments, causes of action, liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest, and expenses. “Master Lease” means the Amended and Restated Master Land and Building Lease dated June 5, 2018 by and among Pipe Portfolio Owner (Multi) LP, Forterra Pipe & Precast, LLC, Forterra Concrete Products, Inc., United States Pipe and Foundry Company, LLC and Forterra Concrete Industries, Inc. “Material Adverse Effect” means (a) a material adverse effect on the financial condition of the business conducted at the Designated Plants (to the extent affecting the Seller Assets or the Assumed Seller Liabilities), or (b) an event or circumstance affecting the Seller Assets or the Designated Plants that makes impossible the consummation of the transactions contemplated by this Agreement, but, in each case, excluding any such effect attributable to or resulting from (i) the public announcement of the transactions contemplated hereby, (ii) any change in the Laws of general applicability or interpretations thereof by any court or other Governmental Authorities, (iii) any change in general economic conditions or in interest rates, (iv) any disruption in the capital markets, (v) any change in conditions affecting the concrete pipe and precast industry generally or any sector thereof or (vi) any facts or developments described in the Seller Schedules. Any determination as to whether any condition or other matter has a Material Adverse Effect shall be reasonable and shall be made only after taking into account all proceeds or amounts that are expected to be received by the Purchaser or the Sellers with respect to such condition or matter from...
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Examples of Inventory Methodology in a sentence

  • Seller covenants that its inventory processes and documentation (i.e. any and all periodic statements or reports issued to third parties with inventory at each terminal) accurately reflect the actual physical inventories for each third party at each terminal (before accounting for any gain or loss determined by the Hydrocarbon Inventory Methodology).

  • This Inventory Methodology (the “Exhibit”) sets forth (i) the methods by which the quantity of the Products and the Chemicals which make up the Inventories at the time of Closing shall be measured or otherwise determined, and (ii) the formulas or methodology for determining the value of such Inventories.

  • For any issue not specifically addressed in such Inventory Methodology, the Inventory count shall be taken in accordance with generally accepted standards and be consistent with past procedures and practices of Seller and that are planned with due care and are reasonably sufficient to produce a proper count of such Inventory.

  • To the extent that the Inventory Methodology conflicts with GAAP, the Inventory Methodology shall control.

  • Each of the deliveries set forth in this Section 2.4 shall be prepared in accordance with the Inventory Methodology.

  • If the actual physical volumes of Hydrocarbon Inventory is less than the volumes of Third Party Hydrocarbon Inventory, or if any Third Party Hydrocarbon Inventory does not meet the required product specifications, Buyer shall amend the settlement invoice for the Purchased Inventory Sales Agreement to account for any deviations from the Third Party Hydrocarbon Inventory volumes and specifications, using the prices set forth in Schedule 6.3(n), Hydrocarbon Inventory Methodology.

  • Inventory shall be priced in accordance with the Inventory Methodology.

  • Such Inventory count shall be taken in accordance with the Inventory Methodology.

  • The value of Closing Inventory shall be determined in accordance with the Inventory Methodology.

  • The Closing Date Inventory Statement shall be prepared consistent with the Inventory Methodology.


More Definitions of Inventory Methodology

Inventory Methodology shall have the meaning set forth in Section 4.1.1.
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Inventory Methodology has the meaning set forth in Section 1.5(c). “Knowledge of the Seller,” “the Seller’s Knowledge,” “Known to the Seller,” or other like words mean the actual knowledge of Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxx Xxxxxx, and Xxxx Xxxxx obtained in the normal course of their respective duties as officers or employees of Seller or the knowledge that any such Person would have had if he or she had made a reasonable inquiry of such Person’s direct report.
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Related to Inventory Methodology

  • Inventory Value means with respect to any Inventory of a Loan Party at the time of any determination thereof, the standard cost determined on a first in first out basis and carried on the general ledger or inventory system of such Loan Party stated on a basis consistent with its current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, without duplication, (i) any markup on Inventory from an Affiliate and (ii) in the event variances under the standard cost method are expensed, a Reserve reasonably determined by the Agent as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.

  • Eligible Finished Goods Inventory means Inventory that qualifies as Eligible Inventory and consists of first quality finished goods held for sale in the ordinary course of Borrowers’ business.

  • Inventory control system means a system described in Section 4-41a-103.

  • Product Inventory means all inventory owned as of the Closing by Seller or any Affiliate thereof of finished Product that is in conformance with the Specifications and has an expiration date of October 1, 2016 or later, regardless of whether such inventory is held at a location or facility of Seller or any Affiliate (or of any other Person on behalf of Seller or any Affiliate, including in any of Seller’s warehouses, manufacturers, suppliers, distributors or consignees) or in transit to or from Seller or any Affiliate (or any such other Person).

  • Product Backlog means a list of those Stories that do not form part of the current Sprint Plan at that time and which are to form the subject of a future Sprint, either in the current Release at that time or a subsequent Release;

  • Manufacturing Cost means [***].

  • Inventory Appraisal means (a) on the Closing Date, the appraisal prepared by Great American Group dated June 2007 and (b) thereafter, the most recent inventory appraisal conducted by an independent appraisal firm pursuant to Section 9.2(b).

  • Finished Goods means completed goods which require no additional processing or manufacturing to be sold to third party customers by the Loan Parties in the ordinary course of business.

  • 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.

  • Current Good Manufacturing Practices or “cGMP” means applicable Good Manufacturing Practices as specified in the United States Code of Federal Regulations and/or the EU Good Manufacturing Guidelines, and any successor legislation from time to time, prevailing at the time of the manufacture of the Product.

  • Eligible Inventory means, with respect to any Borrower, all Trailers (less than ten years old), Aircraft and Aircraft engines complying with Stage III noise reduction requirements, Railcars (less than twenty-five years old), marine containers (less than ten years old), and, if approved by the Requisite Lenders, other related Equipment, in each case that (a) is owned of record by such Borrower or a Marine Subsidiary of such Borrower (or jointly by such Borrower and one or more of the other Borrowers) or, subject to the approval of Agent, any Owner Trustee of which such Borrower is the sole beneficiary or owner (or is the beneficiary or owner jointly with one or more of the other Borrowers), as applicable, (b) is subject to a Lease acceptable to Agent in its sole discretion (as reviewed in full in connection with each requested borrowing hereunder), which Lease shall, at a minimum, (A) be non-cancelable, (B) be with a lessee of acceptable credit quality as determined by Agent, and (C) be of a firm term in excess of one (1) year, except that cargo-containers and Trailers may be on Utilization Leases; (c) has a value and marketability reasonably satisfactory to the Agent; and (d) is free and clear of all Liens, except (i) any interest of a lessee thereof pursuant to a Lease entered into with such Borrower or a Marine Subsidiary of such Borrower or such Borrower’s or such Marine Subsidiary’s predecessor in interest or such Owner Trustee or nominee entity, as lessor, or (ii) as otherwise permitted by Section 6.1, provided that any Liens of the type permitted under clause (ii) encumbering any item of Equipment shall not secure obligations in amounts which materially impair the equity value in such item of Equipment. Requisite Lenders in their sole discretion, on a case by case basis, may approve other items or types of Equipment for credit under "Eligible Inventory" from time to time. Equipment which is Eligible Inventory will cease to be Eligible Inventory at any time it no longer continues to meet all of the above requirements.

  • Inventory Reserves means such reserves as may be established from time to time by the Administrative Agent, in its reasonable commercial discretion exercised in good faith and not inconsistent with past practice, with respect to changes in the determination of the salability, of the Eligible Inventory (or Eligible In-Transit Inventory, as the case may be) or which reflect such other factors as negatively affect the market value of the Eligible Inventory, but without duplication of any Tax Stamp Reserves.

  • 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.

  • Approved Valuation Firm means, with respect to any Collateral Obligation, any valuation firm either (a) specified on the related Asset Approval Request and approved on the related Approval Notice or Reinvestment Request or (b) otherwise approved in writing by the Administrative Agent in its reasonable discretion.

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

  • Product Group or “the Group” means a group of lotteries that has joined together to offer a product pursuant to the terms of the Multi-State Lottery Agreement and the Product Group’s own rules.

  • Supplier Equipment means the Supplier's hardware, computer and telecoms devices, equipment, plant, materials and such other items supplied and used by the Supplier (but not hired, leased or loaned from the Customer) in the performance of its obligations under this Call Off Contract;

  • FIFO means First In First Out.

  • 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.

  • Manufacturing Costs means [***].

  • Approved Location means (a) a storage terminal or facility located in the United States or Canada owned by the Borrower or a Subsidiary; or (b) other storage location located in the United States or Canada identified by the Borrower by notice to the Administrative Agent for which, if requested by the Administrative Agent, the Borrower has used commercially reasonable efforts to cause the owner, operator or landlord thereof to execute and deliver, a waiver of lien, subordination agreement or similar agreement in form and substance reasonably acceptable to the Administrative Agent with respect to any inventories of Petroleum Products stored at such terminal or facility.