Inventory Count. The Grantor will conduct a physical count of its Inventory at least once per Fiscal Year (at one time or by cycle counting in each case in accordance with GAAP), and after and during the continuation of an Event of Default, at such other times as the Administrative Agent requests. Upon the request of the Administrative Agent, the Grantor, at Grantor’s own expense, shall deliver to the Administrative Agent the results of each physical verification, which the Grantor has made, or has caused any other Person to make on its behalf, of all or any portion of its Inventory.
Inventory Count. (a) The Buyer and Seller shall cause to be taken a physical inventory count by stock keeping unit ("SKU") of all Inventory held by the Buyer as of the Effective Time (the "Inventory Count"). The Inventory Count shall be taken by RGIS Inventory Services ("RGIS"), or if RGIS is unable to so serve, by an independent inventory service designated jointly by the Seller and the Buyer (the "Inventory Service"). The Seller shall pay the entire cost of the Inventory Service. The instructions to be delivered to the Inventory Service with respect to the conduct of the Inventory Count shall be mutually agreed upon by the Buyer and the Seller and shall be delivered to the Inventory Service as promptly as possible following execution of this Agreement; provided, that the Buyer and the Seller shall each act reasonably in reaching an agreement on such instructions. The parties currently contemplate that the Inventory Count shall be accomplished by physical counts taken at each of the Stores and at the Distribution Facility over a four week period beginning approximately two weeks before the Closing Date and ending approximately two weeks after the Closing Date. The parties currently contemplate that the physical counts will then be rolled forward or backward, as the case may be, based on Gross Rings, as hereinafter defined. In the event that the Inventory Count is conducted at any Store location on a date that is before the Closing Date, then for the period from the completion of the Inventory Count at such Store location until the Closing Date, the Seller shall keep a count of units sold multiplied by the Inventory Retail Value ("Gross Rings"). All such reports shall be made available by the Seller to the Buyer on a daily basis. In the event that the Inventory Count is conducted at any Store location on a date that is after the Closing Date, then for the period from the Closing Date to the completion of the Inventory Count at such Store location, the Buyer (or the Seller on the Buyer's behalf if such is called for under the Transition Services Agreement) shall keep a count of the Gross Rings. All such reports shall be made available by the Buyer to the Seller on a daily basis.
(b) The Inventory Service shall be additionally instructed by the Buyer and the Seller to prepare and deliver to the Buyer and the Seller a final certified report of Inventory Count immediately upon completion of the Inventory Count, and in no event later than the earlier of (i) 30 calendar days aft...
Inventory Count. TRIBUTE will be provided with a physical count inventory report regarding the count of the Inventory on the Closing Date.
Inventory Count. No more than three (3) days prior to First Closing, a physical count of all inventory owned by the Company shall be carried out by representatives of each of the Company and the Buyer. The representatives of each of the Company and the Buyer shall attempt, in good faith, to resolve any disputes which may arise during the physical count of the inventory. Upon completion of the physical count of the inventory, the representatives of each of the Company and the Buyer shall agree upon and execute a statement setting forth the final physical count of the inventory as agreed in good faith between the Company and the Buyer.
Inventory Count. The Purchased Subsidiaries shall take a physical count of the quantities of Inventory held by the Purchased Subsidiaries (the “Inventory Count”) no later than September 18, 2018. Representatives of Buyer, including Buyer’s designated independent accountants, shall be invited to observe the Inventory Count being conducted. The valuation of the Inventory Count shall be computed in a manner that is consistent with the method historically used by Seller to value the inventory of the Business during its year-end book closing process. The results of the Inventory Count shall be used for the purposes of the calculation of Closing Date Inventory at the Initial Closing.
Inventory Count. Without limiting the Agent’s right to undertake inventory counts and other physical examinations of the Collateral in connection with any field examination or other inspection to which the Agent is entitled pursuant to and in accordance with the terms of the Credit Agreement, such Grantor shall, at least once per calendar year (and on a more frequent basis if requested by Agent when an Event of Default exists), validate inventory in a manner consistent with historical practices and shall provide to Agent a report based on each such inventory promptly upon completion thereof, together with such supporting information as Agent may request. Agent may, when an Event of Default exists, participate in and observe each inventory count. Such Grantor, at its own expense, shall deliver to the Agent the results of each physical inventory count which such Grantor has made, or has caused any other Person to make on its behalf, of all or any portion of its Inventory.
Inventory Count. Within the first five (5) days of each Blue Coat calendar month, Synnex shall notify Blue Coat of the total number of Products in inventory, the total number of Components in inventory (in a costed report), how long each Component has been in inventory, the Forecasts under which each Component was purchased, the date the Component was purchased and any open purchase orders for Components that have not been received.
Inventory Count. At the close of business on the day immediately prior to the Closing Date, Seller shall take a physical count of the Inventory at each of the Facilities and shall review reports regarding Inventory managed by Seller’s customers through a vendor managed inventory system (“VMI”), using methods consistent with its past practice with respect to the Business (including those set forth in Schedule 11.1(h)), in which count and review Buyer shall be permitted to observe and participate, which shall be the sole Inventory count and review used in connection with the preparation of the Closing Statement and otherwise in the calculation of the Net Working Capital, absent manifest error.
Inventory Count. Such Grantor will maintain policies for cycle counts of their Inventory subject to frequency, scope and procedures reasonably acceptable to the Administrative Agent.
Inventory Count. Not earlier than three (3) days prior to the Closing Date, the Company, at its expense, shall conduct a physical inventory count of the inventory of the Company and its Subsidiary (the "Inventory Count"), which Inventory Count shall be completed prior to the Closing. The Parent and the Buyer shall have the right to observe the Inventory Count.
