Inventory Consideration Clause Samples

Inventory Consideration. On each Closing Date, representatives of Sellers and Purchaser shall take a physical count of all Inventory located at each Location and the ▇▇▇▇▇▇▇▇ and ▇▇▇▇ Location that is to be Transferred on such Closing Date. Inventory which, in the exercise of good faith, is determined to be outdated or otherwise not of merchantable quality or which is listed in Schedule 3.03 as excluded from the transaction herein contemplated shall be excluded and shall be Excluded Assets. The Inventory at each Location and at the ▇▇▇▇▇▇▇▇ and ▇▇▇▇ Location shall be valued, for purposes of this Agreement, as follows: Beer and Pop (Soda) will be valued at the Company’s net cost, based on the last invoice for each product delivered to the Location. Cigarettes and Tobacco Products will be valued at the Company’s net wholesale cost, based on Sellers’ paid invoices or the wholesale supplier’s quoted price on the applicable Closing Date, as Company may elect and provide suitable evidence acceptable to the Purchaser, less any manufacturer’s promotional monies (buy-down funds) attributable thereto, received or receivable by the Company. Prepared and Fast-Food Products will be valued at the Company’s net cost, based on the vendor’s invoice for the last delivery of each type of product received at the Location, less any discounts and promotional allowances taken by the Company with respect thereto. All Grocery-Category Product, including non-DSD beverage products, will be valued at a thirty-five percent (35%) markdown from the retail price on the applicable Closing Date. All DSD Product exclusive of beer and pop, including but not limited to milk, breads and cakes, chips, nuts, snacks and ice cream, will be valued at a thirty-five percent (35%) markdown from the retail price on the applicable Closing Date. Gasoline and Motor Fuels at each Location will be valued at the Company’s laid-in cost per gallon of the last delivery of each type of product received at the Location prior to the applicable Closing Date. Promptly upon receipt, the Company will provide to Purchaser paid invoices for purposes of confirming the Company’s cost. Company’s Branded Inventory will be valued at the wholesalers’ invoice cost to the Company. All other inventory of products and supplies will be valued at the Company’s cost, according to Sellers’ paid invoices therefor, except as the parties may mutually agree in writing to employ a different methodology. For purposes of the foregoing, the Company’s “cost” shall be...