Inventory. The inventory shown included in the Closing Net Working Capital is of a quantity and quality # suitable for use in the Ordinary Course of Business in the case of raw materials, suppliers' products and semi-finished products, and # saleable in the Ordinary Course of Business in the case of finished goods to the extent that reserves are not recorded on the inventory in the Closing Net Working Capital.

For purposes hereof, the “Closing Net Working Capital” is the sum, all in accordance with US GAAP as of the Effective Time and in a manner consistent with the sample calculation attached hereto as [Exhibit 2.3], of all # inventory including raw material inventory purchased within the twelve (12) months period ending on the Closing Date and valued at the lower of cost or market, work-in-process inventory (excluding items that have been work-in-process inventory for more than one year), valued burdened cost, saleable finished goods inventory, net of any reserves, and deposit amounts paid to suppliers in advance for the future purchase of raw material inventory plus # receivables at the Closing Date, net of reserves, and not requiring adjustment due to quality, price or collectability, minus # trade payables. For the avoidance of doubt, the Closing Net Working Capital shall not include Cash of the Company or any portion of Indebtedness or Transaction Bonuses or Transaction Expenses that to be paid off at or in conjunction with the Closing and any payables associated with conduct of the physical inventory count and valuation described in Section 2.5 and preparation of the Financial Statements shall be at the Seller’s sole cost.