Common use of Inventory Adjustment Clause in Contracts

Inventory Adjustment. (a) Purchaser shall have between the Cut-Over until the date that is [***] after Cut-Over to conduct a physical inventory count of the Inventory, consistent with Seller’s past practice, (the “Adjustment Review Period”) in order to dispute the quantity of the Inventory identified on Schedule 1.1(a)(ii). Purchaser and its duly authorized representatives shall have the right to conduct a physical inspection and count of the Honeywell Inventory that will be shipped to Purchaser post Cut-Over (as defined in the Transition Services Agreement), and shall have the right to visit, observe and inspect the Inventory in order for Purchaser to verify the identify, count, and condition of the items included in the Inventory. (b) After Adjustment Review Period, Purchaser shall have [***] days to dispute the Honeywell Inventory. If Purchaser has not given Seller written notice (a “Dispute Notice”) of Purchaser’s objection to the Honeywell Inventory quantities identified on Schedule 1.1(a)(ii) within such time period, then the Inventory identified on Schedule 1.1(a)(ii) shall be considered final. (c) If Purchaser delivers a Dispute Notice to Seller prior to the end of the Adjustment Review Period, then Purchaser and Seller shall, during the [***] days following delivery of the Dispute Notice (or such additional time as the Parties may mutually agree), work together in good faith to reach agreement on the disputed items to agree on the value of the Inventory. “Final Inventory” means the Honeywell Inventory value (1) as shown in Schedule 1.1(a)(ii) if no Dispute Notice related to the Honeywell Inventory value is duly delivered pursuant to Section 1.5(b); or (2) if such a Dispute Notice is delivered, as agreed to by Purchaser and Seller pursuant to this Section 1.5(c).

Inventory Adjustment. (a) Purchaser shall have between the Cut-Over until the date that is [***] after Cut-Over No more than three (3) days prior to conduct Closing, a physical count of all saleable inventory, raw materials, castings, grates and other ancillary products included in the Seller Assets (the “Closing Inventory”) shall be carried out at the Designated Plants by representatives of each of the Seller and the Purchaser, which physical count shall be carried out in a manner mutually agreed upon by the parties. For the purposes of this Section 3.1(a), “saleable” inventory shall mean (i) finished goods, which are of first quality and saleable in the ordinary course without discount, and (ii) all raw materials, castings, grates and other ancillary products that are useable in the production of pipe and precast products or otherwise suitable for resale, unless obsolete, damaged or cosmetically impaired. The representatives of each of the Purchaser and the Seller shall attempt, in good faith, to resolve any disputes which may arise during the physical count of the Inventoryinventory. Upon completion of the physical count of the inventory, consistent with Seller’s past practicethe representatives of each of the Seller and the Purchaser shall agree upon and execute a statement setting forth either (i) the final physical count of the inventory in the event that the representatives agree on such final physical count or (ii) the final physical count of the inventory of each of the Seller and the Purchaser in the event that the representatives were unable to resolve in good faith any disputes during the physical inventory count, noting such items of dispute (the “Adjustment Review PeriodDisputed Seller Inventory Items”) therein. The value of Closing Inventory shall be determined in order to dispute the quantity of accordance with the Inventory identified on Schedule 1.1(a)(ii)Methodology. Purchaser and its duly authorized representatives In the event that there are any Disputed Seller Inventory Items, such Disputed Seller Inventory Items shall have be resolved following the right to conduct a physical inspection and count of the Honeywell Inventory that will be shipped to Purchaser post Cut-Over (as defined in the Transition Services Agreement), and shall have the right to visit, observe and inspect the Inventory in order for Purchaser to verify the identify, count, and condition of the items included in the Inventory. (b) After Adjustment Review Period, Purchaser shall have [***] days to dispute the Honeywell Inventory. If Purchaser has not given Seller written notice (a “Dispute Notice”) of Purchaser’s objection Closing pursuant to the Honeywell Inventory quantities identified on Schedule 1.1(a)(ii) within such time period, then dispute resolution procedures set forth in Section 3.2 and the Inventory identified on Schedule 1.1(a)(ii) shall be considered final. (c) If Purchaser delivers a Dispute Notice final physical count agreed to Seller prior to by the end of the Adjustment Review Period, then Purchaser and Seller shall, during the [***] days following delivery of the Dispute Notice (parties or such additional time as the Parties may mutually agree), work together in good faith to reach agreement on the disputed items to agree on the value of the Inventory. “Final Inventory” means the Honeywell Inventory value (1) as shown in Schedule 1.1(a)(ii) if no Dispute Notice related to the Honeywell Inventory value is duly delivered resolved pursuant to Section 1.5(b); or (2) if such a Dispute Notice is delivered3.2 shall be final and binding on the parties, as agreed to by Purchaser and Seller pursuant to this Section 1.5(c)including for purposes of determining the Closing Inventory.

Inventory Adjustment. The Cash Purchase Price shall be -------------------- increased or decreased thirty (a30) Purchaser calendar days after Closing, on a dollar-for- dollar basis pursuant to the procedures set forth below, by the amount, if any, by which the Inventory Value as of the Closing Date is greater or less than the net book value stated on the Interim Balance Sheet. In the event of a Purchase Price reduction as contemplated hereby, Buyer shall be entitled to retain a portion of the Holdback Amount equal to such reduction as specified in, or to have between the Cut-Over until other remedies set forth in, Section 2.4.2. "Inventory Value" shall mean the date that is [***] after Cut-Over lower of (x) vendor cost as last received and (y) market value, in each case of all Inventory (excluding any unusable or obsolete merchandise, parts or supplies such as parts relating to conduct discontinued lines or excess resale merchandise), as determined in accordance with generally accepted accounting principles. Inventory Value as of the Closing Date shall be determined pursuant to a physical inventory count of to be taken on or promptly following the Inventory, consistent with Seller’s past practice, (the “Adjustment Review Period”) in order to dispute the quantity of the Inventory identified on Schedule 1.1(a)(ii). Purchaser and its duly authorized representatives shall have the right to conduct a physical inspection and count of the Honeywell Inventory that will be shipped to Purchaser post Cut-Over (as defined in the Transition Services Agreement)Closing Date, and shall have be finalized within 15 business days following the right Closing Date (except to visitthe extent that particular matters are referred to a third party for resolution as described below). In connection with such physical inventory, observe all items of Inventory will be counted as to quantity, and inspect assessed as to salability, by personnel of Seller and Buyer using the same procedures normally used by Buyer to take inventories of the type of Inventory in order for Purchaser being counted. Any disputes as to verify the identify, physical count, condition, salability or obsolescence of any item of Inventory will, if possible, be resolved while such physical inventory is being taken. Any disputes regarding the foregoing not resolved by the 15th business day following the Closing Date will be separately listed and condition of settled as soon as expeditiously practicable thereafter by the items included parties or by another independent third party mutually acceptable to both parties, and in any event will be resolved and paid out as appropriate no later than the Inventory30th calendar day following the Closing. (b) After Adjustment Review Period, Purchaser shall have [***] days to dispute the Honeywell Inventory. If Purchaser has not given Seller written notice (a “Dispute Notice”) of Purchaser’s objection to the Honeywell Inventory quantities identified on Schedule 1.1(a)(ii) within such time period, then the Inventory identified on Schedule 1.1(a)(ii) shall be considered final. (c) If Purchaser delivers a Dispute Notice to Seller prior to the end of the Adjustment Review Period, then Purchaser and Seller shall, during the [***] days following delivery of the Dispute Notice (or such additional time as the Parties may mutually agree), work together in good faith to reach agreement on the disputed items to agree on the value of the Inventory. “Final Inventory” means the Honeywell Inventory value (1) as shown in Schedule 1.1(a)(ii) if no Dispute Notice related to the Honeywell Inventory value is duly delivered pursuant to Section 1.5(b); or (2) if such a Dispute Notice is delivered, as agreed to by Purchaser and Seller pursuant to this Section 1.5(c).

Inventory Adjustment. (a) Purchaser shall have between Sellers and/or Sellers¶ Representatives shall, commencing on the Cut-Over until the date that is [***] after Cut-Over to Closing Date, conduct a physical inventory count of the Inventory as of the Closing in accordance with the methodology prescribed by Schedule 1.1(d). Sellers shall use commercially reasonable efforts to cause such physical count of the Inventory to be completed not later than the first (1st) Business Day following the Closing Date, and Buyer may have its Representatives present during such physical count of the Inventory. Within ten (10) Business Days after the date of completion of such physical count of the Inventory, consistent with Seller’s past practice, Sellers shall deliver to Buyer a written statement (the “Adjustment Review Period”³Seller Inventory Statement´) in order to dispute the quantity setting forth Sellers¶ determination, together with supporting data and calculations, of the Inventory identified on Schedule 1.1(a)(ii)Closing Value. Purchaser Buyer and Parent shall afford Sellers and Sellers¶ Representatives such access to the properties, assets and books and records of the Business and of Buyer and its duly authorized representatives shall have Affiliates as is necessary, in Sellers¶ reasonable judgment, in connection with the right to conduct a physical inspection and count of the Honeywell Inventory, preparation of the Seller Inventory that will be shipped Statement pursuant to Purchaser post Cut-Over (as defined in the Transition Services Agreement), this Section 3.5(a) and shall have the right resolution of any dispute hereunder with respect to visit, observe and inspect the Inventory in order for Purchaser to verify the identify, count, and condition of the items included in the InventoryClosing Value. (b) After Adjustment Review PeriodUnless on or before the third (3rd) Business Day after Buyer¶s receipt of the Seller Inventory Statement, Purchaser shall have [***] days Buyer delivers to dispute the Honeywell Inventory. If Purchaser has not given Seller written Sellers notice (a “Dispute Notice”) of Purchaser’s objection to the Honeywell Inventory quantities identified on Schedule 1.1(a)(ii) within such time period, then disputing the Inventory identified on Schedule 1.1(a)(ii) Closing Value set forth in the Seller Inventory Statement and setting forth in reasonable detail Buyer¶s determination of the Inventory Closing Value and the basis therefor (such notice, the ³Buyer Objection Notice´), the Inventory Final Amount shall be considered finalthe Inventory Closing Value as set forth in the Seller Inventory Statement. (c) If Purchaser delivers a Dispute Notice to Seller prior to the end of the Adjustment Review Period, then Purchaser and Seller shall, during the [***] days following delivery of the Dispute Notice (or such additional time as the Parties may mutually agree), work together in good faith to reach agreement on the disputed items to agree on the value of the Inventory. “Final Inventory” means the Honeywell Inventory value (1) as shown in Schedule 1.1(a)(ii) if no Dispute Notice related to the Honeywell Inventory value is duly delivered pursuant to Section 1.5(b); or (2) if such a Dispute Notice is delivered, as agreed to by Purchaser and Seller pursuant to this Section 1.5(c).

Inventory Adjustment. (a) On the Closing Date, or as soon thereafter as practicable and in any event within five business days thereof, the Sellers and the Purchaser shall have between the Cut-Over until the date that is [***] after Cut-Over to jointly conduct a physical inventory count of the InventoryInventory as of the Closing Date. Within 20 days after such count is made, consistent with Seller’s past practice, (the “Adjustment Review Period”) in order Sellers shall make or cause to dispute be made a calculation of the quantity value of the Inventory identified as of the Closing Date on a basis consistent with the definition of Merchantable set forth in Section 1.2 hereof and the Sellers' standard costs as set forth on Schedule 1.1(a)(ii1.6 attached hereto (the "Calculation"). The Sellers shall, within such 20-day period, provide Purchaser and its duly authorized representatives shall have the right to conduct a physical inspection and count with copies of the Honeywell Inventory that will be shipped to Purchaser post Cut-Over (as defined in the Transition Services Agreement), Calculation and shall have the right to visit, observe and inspect the Inventory in order for Purchaser to verify the identify, count, and condition of the items included in the Inventoryall work papers associated therewith. (b) After Adjustment Review PeriodIf the Purchaser disagrees with all or any part of the Calculation, Purchaser shall have [***] the right, within 20 days of its receipt thereof, to dispute notify Sellers in writing of such disagreement and its reasons for so disagreeing (a "Notice of Disagreement"), in which case the Honeywell InventorySellers and the Purchaser shall attempt to resolve the disagreement. If Purchaser has not given Seller written notice (a “Dispute Notice”) of Purchaser’s objection to within 30 days after the Honeywell Inventory quantities identified on Schedule 1.1(a)(ii) within such time period, then the Inventory identified on Schedule 1.1(a)(ii) shall be considered final. (c) If Purchaser delivers a Dispute Notice to Seller prior to the end of the Adjustment Review Period, then Purchaser and Seller shall, during the [***] days following delivery of the Dispute Notice (or such additional time of Disagreement to the Sellers, the Sellers and the Purchaser are unable to resolve the differences, if any, arising as the Parties may mutually agree), work together in good faith to reach agreement on the disputed items to agree on the value a result of the InventoryCalculation, they or either of them shall submit a statement of all unresolved differences together with copies of the Calculation to a mutually agreed upon independent "Big Five" accounting firm (the "Accountants") for a binding and nonappealable determination to be rendered within 30 days after such submission. “Final Inventory” means All fees and expenses of the Honeywell Inventory value (1) as shown Accountants incurred in Schedule 1.1(a)(ii) if no Dispute Notice related this capacity shall be billed to and shared by the Honeywell Inventory value is duly delivered pursuant to Section 1.5(b); or (2) if such a Dispute Notice is delivered, as agreed to by Sellers and the Purchaser and Seller pursuant to this Section 1.5(c)equally.