Inventory Principles definition

Inventory Principles means the inventory measurement and valuation procedures and methodologies set forth in Exhibit G.
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Inventory Principles is defined in Section 3.2.1.
Sample 1
Inventory Principles means the inventory measurement and valuation procedures and methodologies set forth in Exhibit G .
Sample 1

Examples of Inventory Principles in a sentence

  • Seller and Purchaser acknowledge that (x) the sole purpose of the determination of Closing Inventory is to adjust the Closing Date Payment so as to reflect, based solely on the operation of the Business, the amount, if any, by which the book value of the Closing Inventory as of the close of business on the Closing Date deviates from the Target Inventory and (y) such amount, if any, can be determined only if the calculation is done using the same Inventory Principles.

  • The scope of the disputes to be resolved by the Independent Accountants shall be limited to whether such calculation was done in accordance with the Inventory Principles, and whether there were mathematical errors in the Inventory Statement, and the Independent Accountants are not to make any other determination.

  • It uses the FMI standard and benefits from its many advan- tages regarding CPS simulation in industry.

  • On the China Closing Date, except to the extent excluded from the China Closing Inventory pursuant to the Inventory Principles, the Transferred Inventory corresponding to the China Closing Date will be usable and saleable in the ordinary course of business.

  • 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.

  • Within 60 days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Final Closing Inventory Statement”), setting forth Purchaser’s determination of book value of the Transferred Inventory as of 12:00:01 a.m. eastern time on the Closing Date (“Closing Inventory”) calculated in accordance with the Inventory Principles.

  • We have developed our Inventory Principles (p81) to provide a basis for the change process for the inventory, and because of the fact that several specifics cannot be known at this point.

  • It is understood and agreed by the parties that (i) the adjustment contemplated by this Section 3.2 is intended to determine the change in Inventory from September 2, 2000 to the Closing Date resulting only from the operation of the Business and (ii) such change can only be measured if the calculation is done in accordance with the Inventory Principles for both dates.

  • Any Notice of Objection shall include only objections based on (A) mathematical errors in the computation of Global Closing Inventory or China Closing Inventory, as applicable, or (B) Global Closing Inventory or China Closing Inventory, as applicable, not having been calculated in accordance with the Inventory Principles.

  • Any Notice of Objection shall include only objections based on (A) mathematical errors in the computation of Closing Inventory or (B) Closing Inventory not having been calculated in accordance with the Inventory Principles.


More Definitions of Inventory Principles

Inventory Principles. See Exhibit F.
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Inventory Principles. See Section 2.09(b).
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Related to Inventory Principles

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

  • Final Working Capital Statement has the meaning set forth in Section 2.04.

  • 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.

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

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

  • 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 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.

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

  • 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, each of (a) Xxxxxx Xxxxxx, (b) Xxxxxxxx Xxxxx, (c) Lincoln International LLC, (d) Duff & Xxxxxx and (e) any other nationally recognized valuation firm approved by the Borrower and the Facility Agent.

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

  • 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.

  • 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;

  • Final Working Capital has the meaning set forth in Section 2.04(b).

  • 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).

  • Capital Equipment means machinery and equipment purchased or leased, and used in this state by the purchaser or lessee primarily for manufacturing, fabricating, mining, or refining tangible personal property to be sold ultimately at retail if the machinery and equipment are essential to the integrated production process of manufacturing, fabricating, mining, or refining. Capital equipment also includes machinery and equipment used primarily to electronically transmit results retrieved by a customer of an online computerized data retrieval system.

  • Borrowing Base Properties means the Oil and Gas Properties of the Credit Parties included in the Initial Reserve Report and thereafter in the most recently delivered Reserve Report delivered pursuant to Section 9.14.

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

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Final Cash Collateral Order means the Final Order (I) Authorizing Use of Cash Collateral, (II) Granting Adequate Protection, (III) Modifying the Automatic Stay to Permit Implementation, and (IV) Granting Related Relief [Docket No. 988] entered by the Bankruptcy Court on March 25, 2015, including all stipulations related thereto.

  • Current Assets means, as of any applicable date, all amounts that should, in accordance with GAAP, be included as current assets on the consolidated balance sheet of Borrower and its Subsidiaries as at such date.

  • Below Threshold Asset Sale Proceeds shall have the meaning assigned to such term in the definition of the term “Cumulative Credit.”

  • Inventory Reserves means such reserves as may be established from time to time by the Administrative Agent in the Administrative Agent’s Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as may adversely affect the market value of the Eligible Inventory. Without limiting the generality of the foregoing, Inventory Reserves may, in the Administrative Agent’s Permitted Discretion, include (but are not limited to) reserves based on:

  • Fixed Asset Supplies means items included within “Property and Equipment” under the Uniform System of Accounts including, but not limited to, linen, china, glassware, tableware, uniforms, and similar items, whether used in connection with public space or Guest Rooms.

  • Borrowing Base means, at any time of calculation, an amount equal to:

  • Good Manufacturing Practices means current good manufacturing practices, as set forth in 21 C.F.R. Parts 210 and 211.