Closing Inventory. On or prior to the Closing Date, representatives of each of the Sellers and Buyer shall jointly conduct an inventory of all the Inventory and the Xxxxx Cash on hand at each of the Restaurants and all Inventory on order as of the Closing Date. The results of this inventory shall be reasonably satisfactory to the parties and shall be attached hereto as Schedule 4.5 as soon as practicable after the Closing Date. As of the Closing Date, each of the Sellers shall cause all of the Inventory and the Xxxxx Cash for each of the Restaurants for operational purposes to remain at the Restaurants.
Closing Inventory. Purchaser shall have received a Closing Inventory reasonably acceptable to Purchaser.
Closing Inventory. Immediately before Closing, the Seller will take a closing inventory of merchandise and supplies. The Buyer will have the right to observe and inspect the taking of the inventory.
Closing Inventory. On the day before the Closing Date, a ----------------- physical count of the items of Inventory as of the Closing Date (the "Closing Inventory") shall be conducted by a third party mutually agreeable to the Parties (the "Appraiser"). Each Party shall have the right to observe the physical count of the Closing Inventory. The Appraiser shall value the Closing Inventory on the basis of Seller's net cost (including applicable discounts) of the Closing Inventory. Buyers shall be obligated to purchase at the Closing all of the Closing Inventory up to a maximum of $500,000 in value as determined by the Appraiser. Buyers shall have the option to purchase the Closing Inventory at the Closing to the extent it exceeds $500,000 in value.
Closing Inventory. The quantities of Inventory to be purchased and sold hereunder shall be determined by an itemized inventory to be taken at such time as Buyer and Seller mutually agree and shall be adjusted to book as of the Closing Date based upon a physical inventory pursuant to which all Inventory will be counted as to quantity by personnel of Seller and Buyer using the same procedures normally used by Seller to take inventories of the type of Inventory being counted; provided, that if Buyer and Seller shall mutually agree, an outside inventory service or services (the "Inventory Service") mutually selected by Seller and Buyer may be selected to take such inventory. Both Buyer and Seller will have the right to Representatives present to observe the physical inventories.
Closing Inventory. The term “Closing Inventory” has the meaning set forth in Section 5.17.
Closing Inventory. On the Closing Date, the net book value of the Company's inventory, in a manner consistent with past practices (the "CLOSING INVENTORY"), shall be no less than $19,500,000; provided, however, that Parent's sole remedy in the event that such representation is not true as of the Closing Date will be the Merger Consideration Reduction provided for in Section 2.4(f), except that if the Closing Inventory is equal to or less than the Closing Inventory Minimum, then Parent may, at its election, terminate this Agreement pursuant to the terms set forth in Section 12.1(i).
Closing Inventory. Within sixty (60) days after the Closing, ----------------- Buyer will prepare and deliver to BFC a calculation of the Closing Inventory of the Business dated as of the Closing Date (the "Closing Statement"). The ----------------- Closing Statement shall be prepared by Buyer in accordance with Schedule 2.2(a) --------------- and otherwise in accordance with generally accepted accounting principles applied on a basis consistent with the 1997 Audited Financial Statements (as defined in Section 3.4(b)). Notwithstanding anything to the contrary contained herein, the Closing Inventory shall not include (i) any finished goods inventory with an expiration date during the 90 day period commencing on the Closing Date (or, in the case of mincemeat or egg nog, with an expiration date prior to January 1, 1999) or (ii) any finished goods inventory, work in process, raw materials, packaging, packaging materials or shipping containers in excess of amounts reasonably expected to be sold or used in production during the 12 month period commencing on the Closing Date.
Closing Inventory. In determining the Closing Inventory Buyer shall not be obliged to purchase any inventory that is obsolete, unusable and/or unsaleable. Buyer and Seller shall conduct a physical inventory count on or prior the Closing Date (but no more than 3 Business Days prior to the Closing Date) at which time the parties shall jointly determine whether any inventory is obsolete, unusable and/or unsaleable. Buyer and Seller shall each designate a representative to participate in the physical inventory count and who shall have the authority to make a determination regarding whether any inventory is obsolete, unusable and/or unsaleable.
