Common use of Inventory Count Clause in Contracts

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.

Inventory Count. A physical count of the Inventory (aother than the Excluded Inventory) The shall be made by Buyer, Seller and an independent inventory service mutually agreed to by the Parties (the "Inventory Service") on dates mutually agreeable to Buyer and Seller on or as near as practicable to the day before the Closing Date. The Inventory Service shall cause to be taken make a physical inventory count by stock keeping unit ("SKU") of all Inventory held by the Buyer as accounting of the Effective Time Inventory (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 ) at each Store Property on and as of the Seller and date of the Buyer count (the "Inventory ServiceDate"), in accordance with mutually agreed upon instructions consistent with the inventory procedures set forth on Schedule 4.2(b). The Seller Both Parties shall pay the entire cost of have their respective representatives present and available during the Inventory ServiceCount. The instructions These representatives will attempt, in good faith, to be delivered to the Inventory Service with respect to the conduct of resolve any disputes respecting quantity or pricing which may arise during the Inventory Count shall be mutually agreed upon by the Buyer and the Seller and shall be delivered in accordance with Schedule 4.2(b). With respect to any Store Property for which the Inventory Service as promptly as possible following execution Date precedes the close of this Agreement; provided, that business on 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 day before the Closing Date, then for the period from Inventory Purchase Price shall be determined on the completion basis of the value of the Inventory Count at such Store location until (determined in accordance with Schedule 4.2(b)) determined during the Inventory Count, adjusted for sales and purchases of inventory between the Inventory Date and the Closing DateDate based on purchase and sales records of the Seller, as mutually agreed between Buyer and Seller. The value of the Inventory (as finally determined in accordance with Schedule 4.2(b) and the provisions of this Section 4.2(c)) as of the Closing Date shall be the Inventory Purchase Price. Buyer and Seller shall keep a count each pay one half (1/2) of units sold multiplied the cost of the Inventory Service and will be invoiced separately. Departments not inventoried by the Inventory Retail Value ("Gross Rings"). All such reports Service shall be made available inventoried by appropriate store personnel, as specified on Schedule 4.2(b), at mutually agreed upon times and in the Seller to the presence of representatives of Buyer on a daily basisand Seller. 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.d)

Inventory Count. (a) The Immediately following the entry of the Approval Order, Seller and Buyer and Seller shall cause to be taken a an "SKU" physical inventory count by stock keeping unit ("SKU") of all Inventory held by the Buyer as of the Effective Time (the "Inventory Count")) of all Inventory located in the Closing Stores and at Seller's distribution centers in Ashland, Virginia and Richmond, Virginia and at Seller's jewelry office in New York, New York. Each such Closing Store and distribution center and the New York jewelry office shall be closed while the Inventory Count for such Closing Store and distribution center and the New York jewelry office is in progress. The Inventory Count shall be completed at all of the Closing Stores and distribution centers and the New York jewelry office no later than five (5) calendar days after the entry of the Approval Order, time being of the essence. The Closing with respect to each Closing Store and the payment of the Cash Consideration in respect of the Inventory located in such Closing Store and distribution centers and the New York jewelry office shall occur on the next Business Day following the completion of the Inventory Count for each Closing Store and distribution centers and the New York jewelry office. The Inventory Count shall be taken by RGIS Inventory Services ("RGIS"), or if RGIS is unable to so serve, by an and/or another independent inventory service designated jointly by the Seller and the Buyer (the "Inventory Service"). The Seller shall pay the entire cost of the Inventory ServiceService shall be paid equally by Seller and Buyer. Once the Inventory Count commences in any Closing Store and until the completion of the Inventory Count in such Closing Store, neither Seller nor Buyer shall enter such Closing Store without each having a representative present; provided, however, that, until the completion of the Inventory Count, Buyer and Seller shall each be entitled to enter any Closing Store at any time after providing prior notice to the other party in the event of an emergency at such store. 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 five days prior to Closing and shall be delivered to the Inventory Service as promptly as possible following execution of this Agreement; provided, that the Buyer such agreement. From 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 in each Closing Store, Buyer shall conduct Store Closing Sales in such Closing Store, as Seller's agent. Upon full payment of the Cash Consideration and the Expenses of Sale (as defined in the Addendum), Buyer shall have the right to retain, as its sole and exclusive property, free and clear of Encumbrances, all proceeds with respect to such Store location until Closing Sales. Buyer shall receive the benefit of all Store 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 Sales conducted at any in each Closing Store location on a date that is from and after the Closing Date, then for the period from the Closing Date to the completion of the Inventory Count with respect to such Closing Store, and Buyer shall be responsible for those expenses, for which Buyer is responsible under the terms of this Agreement and the Addendum, that are attributable to the Closing Stores from and after the entry of the Approval Order. In order to facilitate the Inventory Count, immediately following the execution of this Agreement by Seller and Buyer, Seller agrees to make its SKU and pricing data files and related computer hardware and software available to the Buyer and the Inventory Service. The Inventory Service shall be additionally instructed by Buyer and Seller to prepare and deliver to Buyer and Seller, immediately upon completion of the Inventory Count at such Store locationeach Closing Store, the Buyer (or the Seller on the Buyer's behalf if such is called final certified report of Inventory Count 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 basiseach Closing Store.