Common use of Closing Date Inventory Clause in Contracts

Closing Date Inventory. (a) Within forty-five (45) days after the Closing Date, (i) Buyer shall deliver to Seller an unaudited statement of the Inventory delivered at Closing and the resulting value calculated in accordance with Schedule 2.2(b) (the “Closing Date Inventory” and the “Inventory Statement”). (b) During the forty-five (45) day period following Seller’s receipt of the Inventory Statement, Seller shall be given reasonable access to the employees, working papers and other books and records of Buyer for purposes of evaluating the Inventory Statement. Seller may notify Buyer in writing of any disputed item within forty-five (45) days after receipt of the Inventory Statement. (c) If a notice of disputed items is timely delivered, Seller and Buyer shall, during the forty-five (45) day period immediately following the date of such delivery negotiate to resolve the disputed items. If the Parties are unable to reach agreement during the forty-five (45) day period with respect to any item, such dispute shall be resolved according to the dispute resolution provisions of this Agreement. (d) Except as set forth in Section 2.3(e), Buyer shall, no later than the nine-month anniversary of the date of this Agreement (the “Inventory Payment Date”), pay the amount equal to the Closing Date Inventory to Seller by wire transfer of immediately available funds to an account designated by Seller in writing. (e) If there is a dispute regarding the determination of the Closing Date Inventory pursuant to Section 2.3(c) that is ongoing as of the Inventory Payment Date, Buyer shall instead be obligated to pay the amount equal to the Estimated Inventory no later than the Inventory Payment Date. Following resolution of any such dispute, if the Closing Date Inventory is finally determined to be greater than the Estimated Inventory, Buyer shall, within five (5) Business Days after the final determination of the Closing Date Inventory, pay to Seller, by wire transfer of immediately available funds in accordance with written instructions given by Seller to Buyer, the amount of such excess so that Seller receives the full amount of the Closing Date Inventory. If the Closing Date Inventory is finally determined to be less than the Estimated Inventory, Seller shall, within five (5) Business Days after the final determination of the Closing Date Inventory, pay to Buyer, by wire transfer of immediately available funds in accordance with written instructions given by Buyer to Seller, the amount of such shortfall. (f) Any difference between the Closing Date Inventory and the Estimated Inventory shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Legal Requirement.