Product Inventory Value definition

Product Inventory Value has the meaning set forth in Section 2.3.3(a).
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Product Inventory Value means the value of the Product Inventory on the books of the Seller as of the specified date, valued based on the Seller’s standard cost and net of excess and obsolete reserves (determined in accordance with GAAP as consistently applied in the preparation of the Financial Statements).
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Product Inventory Value means an aggregate amount equal to the market values for each constituent component of the Product Inventory, calculated as of the Measurement Time in accordance with the provisions of Section 2.7(a)(ii).
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Examples of Product Inventory Value in a sentence

  • In the event that all actual Product Inventory quantities are not known prior to Closing, the Seller shall make a good faith estimate of the Product Inventory quantities and the related Product Inventory Value Amount, which information shall be attached to the Interim Closing Statement.

  • Any Disputed Items resolved in writing between Purchaser and Seller within such ten (10) Business Day period shall be final and binding with respect to such items, and if Seller and Purchaser agree in writing on the resolution of each Disputed Item, the resulting Product Inventory Value, as adjusted to reflect the resolution of the Disputed Items, shall be deemed to be the “Final Product Inventory Value”.

  • The Final Product Inventory Value, whether agreed to by the Parties or determined by the Testing Laboratory, shall be final and binding on the Parties.

  • The Testing Laboratory’s determination as to whether any Disputed Item satisfies the Product Criteria shall be final and binding, and the resulting Product Inventory Value, as adjusted to reflect the Testing Laboratory’s resolution of the Disputed Items, shall be deemed to be the “Final Product Inventory Value”.

  • Upon the determination of the Final Product Inventory Value, at Seller’s option, upon written notice to Purchaser within ten (10) Business Days, the Seller Parties may retake possession of any Disputed Items determined not to have met Specifications, and Purchaser shall assign back to the Seller Parties all right, title and interest to such Disputed Items.

  • In consideration of the conveyances contemplated under Section 2.1, Purchaser shall pay to Seller by wire transfer of immediately available funds to the account designated by Seller at least three (3) Business Days prior to such payment (a) on the Closing Date, an amount equal to $11,500,000 (the “Closing Payment”) and (b) the Final Product Inventory Value within three (3) Business Days of the Final Product Inventory Value being determined in accordance with Section 2.3.2.

  • Any such recalculation shall be made by the Lenders in good faith based on the information in such Borrowing Base Certification and any other information available to the Lenders at the time in question regarding the Eligible Receivables, Prepaid Natural Gas, Eligible Product Inventory, Eligible Product Inventory Value, Net Eligible Exchange Balances and Cash Collateral.

  • The Neutral Accountant shall be instructed to render a determination of the applicable dispute and specify the resulting final Product Inventory Value within thirty (30) days after referral of the matter to the Neutral Accountant, which determination must be in writing and must set forth, in reasonable detail, the basis therefor.

  • In resolving any disputed item, the Neutral Accountant shall be bound by the definitions of Product Inventory and Product Inventory Value contained herein and in the Purchase Agreement and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party.

  • Administrators of Authorities were appointed vide notification No. SOR(LG)38-5/2014 dated 01.01.2017.


More Definitions of Product Inventory Value

Product Inventory Value means an aggregate dollar amount for all constituent items of Product Inventory valued at the cost of such Product Inventory as of the Measurement Time as reflected on the financial books and records of the Company and in accordance with GAAP as consistently applied during the twelve month period prior to the Closing Date..
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Product Inventory Value has the meaning assigned to that term in Section 3.2(a) of this Agreement.
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Related to Product Inventory Value

  • 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.

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

  • 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.

  • 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).

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

  • 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.

  • 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.

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

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

  • 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.

  • 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;

  • 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.

  • ex-works price means the price paid for the product ex works to the manufacturer in the EU or in a SADC EPA State in whose undertaking the last working or processing is carried out, provided the price includes the value of all the materials used, minus any internal taxes paid which are, or may be, repaid when the product obtained is exported;

  • 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.

  • Manufacturing Cost means ***

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

  • Eligible In-Transit Inventory means, as of any date of determination thereof, without duplication of other Eligible Inventory, In-Transit Inventory:

  • Finished Product means a cannabis product in its final form to be sold at a retail premises.

  • 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:

  • The Equipment/Product means all the Air conditioners along with the accessories which the Vendor is required to supply to the Bank under the Contract.

  • SKU means stock-keeping unit.

  • 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.

  • Net Sales Price means the gross sales price to retailers of all Licensed Products sold under this Agreement or, with respect to Licensed Products that are not sold directly or indirectly to retailers, other ultimate consumers (as in the case of accommodation sales by Licensee to its employees or sales by Licensee in its own shops), less trade discounts, merchandise returns, sales tax (if separately identified and charged) and markdowns and/or chargebacks which, in accordance with generally accepted accounting principles, would normally be treated as deductions from gross sales, and which, in any event, do not include any chargebacks or the like for advertising, fixture or retail shop costs or contributions. Notwithstanding the foregoing, Licensor hereby waives its right to (i) receive royalties hereunder for, or (ii) include within the calculation of Net Sales Price for the purpose of calculating the Annual Advertising Obligation as set forth in paragraph 4.6 hereof, sales of units of Licensed Products sold at a discount of [OMITTED; MATERIAL FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION] or more off the regular wholesale price ("Discounted Units"), provided that such waiver shall only apply to the extent that the aggregate Net Sales Price of Discounted Units for any year does not exceed [OMITTED; MATERIAL FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION] of the Net Sales Price of all units of Licensed Products other than Discounted Units sold in such year. No other deductions shall be taken. Any merchandise returns shall be credited in the quarter in which the returns are actually made. For purposes of this Agreement, affiliates of Licensee shall mean all persons and business entities, whether corporations, partnerships, joint ventures or otherwise, which now or hereafter control, or are owned or controlled, directly or indirectly by Licensee, or are under common control with Licensee. It is the intention of the parties that royalties will be based on the bona fide wholesale prices at which Licensee sells Licensed Products to independent retailers in arms' length transactions. In the event Licensee shall sell Licensed Products to its affiliates, royalties shall be calculated on the basis of such a bona fide wholesale price irrespective of Licensee's internal accounting treatment of such sale unless such products are sold by its affiliates directly to the end-user consumer, in which case royalties shall be calculated on the basis of the price paid by the end-user consumer, less applicable taxes. Licensee shall identify separately in the statements provided to Licensor pursuant to paragraph 7 hereof, all sales to affiliates. At least once annually and no later than 90 days after the close of Licensee's fiscal year, Licensee shall furnish to Licensor a statement of the Net Sales Price of all Licensed Products sold during the year just ended, which shall be certified by the independent auditor for Licensee as correct and in accordance with the terms of this Agreement.

  • Defective Product has the meaning set forth in Section 5.2.

  • Inventory Advance Rate shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof.

  • Net Sales means [***].