“Inventory” means inventory (as that term is defined in the Code).

“Eligible Inventory” means all Inventory reflected in the most recent Borrowing Base Certificate, except any Inventory with respect to which any of the exclusionary criteria set forth below applies.

Inventory Formula Amount: the sum of (x) the lesser of (i) 75% of the Value of Eligible Inventory; or (ii) 85% of the NOLV Percentage of the Value of Eligible Inventory and (y) the least of (i) 75% of the Value of Eligible Work-In-Process Inventory, (ii) 85% of the NOLV Percentage of the Value of Eligible Work-In-Process Inventory and (iii) ​.

“Inventory Component” means, # with respect to the calculation of the Inventory Component for purposes of any Borrowing Base Certificate that is required to be delivered no later than a date which is closest to the first day of any calendar month which is January 1, February 1, March 1, April 1, September 1, October 1, November 1 or December 1, the applicable Inventory Advance Rate, multiplied by the Cost of Eligible Inventory, net of Inventory Reserves and # with respect to the calculation of the Inventory Component for purposes of any Borrowing Base Certificate the nearest first day of any calendar month which is not set forth in [clause (a) above], the lesser of # 90% of the Appraised Value of Eligible Inventory and # 75% of the Cost of Eligible Inventory, in each case, net of Inventory Reserves.

five (5%) percent multiplied by the net amount of the Net Recovery Percentage for the Eligible Inventory (other than Eligible Unaffixed Tax Stamp Inventory) of the Distribution Division (including, for this purpose, Inventory which gives rise to Military Receivables) multiplied by the Value of such Eligible Inventory; plus

Within five (5) Business Days prior to the Closing, the Sellers shall cause the Company to conduct a physical inventory count of the inventory of the Company in accordance with the “Physical Inventory Count Procedures” included on [Exhibit 2.5](a) for purposes of determining the number of inventory items that exist immediately prior to the Effective Time. The Sellers and the Buyer shall have the right to observe, and representatives from the Company’s accounting firm, Komisar Brady & Co. LLP (“Komisar Brady”) shall observe and test, in accordance with the inventory and observation procedures included on [Exhibit 2.5](a), such physical inventory. Such inventory count shall establish the final and agreed upon count of inventory for purposes of the Closing Financial Statements and the Final Pricing Statement.

the product of # the Cost of the sum of Eligible Inventory plus Eligible In-Transit Inventory of the Borrower Parties (not including, in any case under this [clause (i)], Tax Stamps or Tobacco Inventory), multiplied by the Inventory Advance Rate for the Tranche A Borrowing Base, multiplied by # the NOLV Percentage;

Any Inventory which is not Eligible Inventory shall nevertheless be part of the Collateral.

Inventory that is not reflected in the details of a current perpetual inventory report;

“Acquired Borrowing Base Assets” means Acquired Accounts and Acquired Inventory (including Acquired Accounts (CM) and Acquired Inventory (CM)).