Upon either (A) Seller’s acceptance of Buyer’s calculation of the Damaged Inventory Value or (B) the Neutral Auditor’s determination of the Damaged Inventory Value in accordance with the provisions set forth herein, Buyer shall be entitled to set-off an amount equal to the Damaged Inventory Value against the Earn-Out Consideration or against any payments due from Buyer under the Consideration Note, with Seller remaining responsible for any amounts in excess thereof.ĭamaged Inventory is covered under Insurance and the Management is certain that the insurance claim will realize the value of such Raw Materials and Goods-In-Progress at Replacement Cost.Įxcluded Inventory has the meaning set forth in Section 5.11(b) TABLE 10: POST-SPRAY CAMPAIGN PROGRAM INVENTORY S/N DescriptionPre-Spray Campaign InventoryUsed or Damaged Inventory Lost or Stolen InventoryPost-Spray Campaign Inventory1Overalls 3 Damaged pumps are inventory transferred from the previous contractor. Schedule 5.14 sets forth Seller's good faith estimate of the amount of Inventories that would constitute Damaged Inventory if, solely for the purposes of this Section 5.14, the Closing Date were deemed to be the date hereof. In the event the parties are unable to resolve such differences within thirty (30) days from Seller’s initial objection, then the Neutral Auditor shall be appointed to determine the Damaged Inventory Value. Within thirty (30) days after the Closing, Buyer shall deliver to Seller a report indicating (i) the Damaged Inventory, including the location thereof, and (ii) the value of the Damaged Inventory are reflected on the Year-End Balance Sheet (the “ Damaged Inventory Value”), and within ten (10) days following delivery of such report, Seller shall either accept or object to Buyer’s calculation of the Damaged Inventory Value.Īny dispute with respect to the amount of Damaged Inventory as of the date of the Inventory Count shall be resolved pursuant to the procedures described in paragraphs (b) and (c) of this Section 2.8.ĭepartment of Finance Documentation of Lost, Stolen, or Significantly Damaged Inventory Items A. Promptly after the Closing, Buyer shall conduct a physical inspection (with a representative of Seller present) of all Inventory included within the Purchased Assets to ascertain whether or not any such Inventory is Damaged Inventory. The failure by Inventory Purchaser to provide such notice to Seller within such forty-five (45) day period shall constitute Inventory Purchaser's acceptance of all the items reflected on the Inventories Statement as Inventory that is not Damaged Inventory. Examples of Damaged Inventory in a sentence

Damaged goods meaning