Inventory Inspection Sample Clauses

Inventory Inspection. (a) The Sellers shall provide to the Buyers the results of the physical count of the inventory of the Companies performed by the Companies on January 2 - 3, 2003 (the "Year-end Count"), as soon as such results are available. (b) For purposes of preparing the Closing Balance Sheets, the Buyers may, at their sole option, either (i) use the Year-end Count as adjusted by reference to the inventory purchase and sale records of the Companies (in which case the Year-end Count shall be binding on the parties for purposes of the preparation of the Closing Balance Sheets), or (ii) at the Buyers' sole expense, conduct a physical count, or test counts, of the inventory of the Companies within ten (10) Business Days after the Closing Date as of the Closing Balance Sheet Determination Date, which count, or test counts, the Sellers and their representatives may observe and in which the Sellers and their representatives may participate. In the event the Buyers conduct such a physical count or test counts as set forth under this Section 2.4(b), the Buyers shall provide the results and the supporting detail related to any such physical count, or test counts, to the Sellers, and the results of such physical count, or test counts, shall (rather than the Year-end Count), to the extent not disputed by the Sellers within ten (10) Business Days after the receipt by the Sellers of such results, be binding on the parties for purposes of the preparation of the Closing Balance Sheets pursuant to Section 2.5 hereof.
Sample 1
Inventory Inspection. (a) Upon a reasonable prior written request from the Buyer, the Company shall, under the observation of the Buyer and its representatives, conduct a physical inventory of the Inventory (the “Inventory Inspection”) using WIS International or such other inventory services firm as the Company may designate. The Company’s physical inventory shall be in accordance with GAAP, consistently applied. The representatives of the Buyer shall observe such physical inventory, and may utilize some of their respective employees to conduct spot audits of such physical inventory. The costs and expenses associated with the Inventory Inspection shall be borne by Parent and the Buyer. Notwithstanding anything contained herein to the contrary, any Inventory Inspection must be concluded within five (5) Business Days of the Closing Date. (b) In order to facilitate the Inventory Inspection, the Company shall prior to the designated date of the Inventory Inspection (i) cause the managers/store team leaders of each store of the Company to prepare its employees and Leased Real Properties for the Inventory Inspection, and (ii) provide the Buyer, any of their respective representatives and any of their respective employees access to any of the Company’s Leased Real Property in order to prepare for the Inventory Inspection.
Sample 1
Inventory Inspection. (a) The Administrative Agent, or a Person at the direction of the Administrative Agent (the "RLC Borrowing Base Inspector") may, each fiscal quarter, review at Borrower's expense, its Inventory status from its purchase order records. A random sample of Units shall be selected from each division's list of purchase orders, not to be less than four (4) per Qualified Subdivision. A field inspection of these Units will then be conducted to verify the accuracy of the invoices to the actual physical construction status. (b) In the event that the above review indicates that there are in fact material deviations, at the sole and absolute discretion of the Banks the Banks may require a complete due diligence analysis of the Inventory. (c) Borrower shall provide to the Administrative Agent and the RLC Borrowing Base Inspector such information as necessary to enable it to ascertain the GAAP costs expended as of the end of the applicable reporting period for each Unit selected for inspection. (d) Borrower shall reimburse the Administrative Agent, within twenty (20) Business Days of its demand, for the costs of performing all Inventory Inspections.
Sample 1
Inventory Inspection. In the course of providing the Services,Ampli- fier will make reasonable efforts to inspect Client Inventory received from Client. Both parties acknowledge, and agree to hold out to any and all third parties,that Amplifier will not be able to know of or ascer- tain any defects in the Client Inventory, and therefore will not be held liable for costs incurred by Client resulting from the defective inven- tory.
Sample 1
Inventory Inspection. ● Equipment will be inspected for damages and functionality before and after each rental. Any discrepancies will be documented. ● The deposit will be returned within 2-3 working days after all the equipment has been inspected.
Sample 1
Inventory Inspection. 13 2.5 Post Closing Adjustment to Purchase Price................14
Sample 1
Inventory Inspection. On the Closing Date or within five (5) days prior thereto, at Buyer’s request, Seller, the Acquired Companies and Buyer shall jointly conduct a physical review, inspection and count (an “Inventory Inspection”) of any portion of the inventory of the Acquired Companies, wherever located. Seller and the Company shall, and shall cause the Acquired Companies to, provide all reasonable cooperation requested by Buyer in connection with the Inventory Inspection and cause applicable personnel and senior management thereof to attend and participate in any such Inventory Inspection.
Sample 1
Inventory Inspection. (a) Within fifteen (15) days from the date of Closing, one or more representatives of Buyer (with a representative of Seller if Seller elects to have a representative present) shall conduct an on site physical inspection of the Inventory that is an Acquired Asset for the purpose of counting the Service Boards. Buyer will notify Seller (such notice being referred to as the "Non-Conforming Inventory Notice") within ten (10) days after the date on which the inspection is completed if the number of service boards used in the 20/20V Product Line and TrackWare Product Line that fully satisfy the Seller's representations and warranties hereunder (including in terms model type, quality and the like) ("Conforming Board") is less than the number set forth on Schedule 1.2(b), in which case Seller shall have thirty (30) days after Buyer has delivered the Non-Conforming Inventory Notice to purchase and deliver to Buyer that number Conforming Boards needed to equal (along with the Conforming Boards previously delivered by Seller) the number set forth on Schedule 1.2(b) (such number being the "Replacement Boards"
Sample 1
Inventory Inspection. Bank shall have the right, at all times, -------------------- during Borrower's normal business hours, or at the regular business hours of any third party having custody of or control over Inventory, to inspect and examine the Inventory and to check and test the same as to quality, quantity, value and condition, and Borrower agrees to reimburse Bank for its reasonable costs and expenses in so doing; provided, however, that prior to the occurrence of an Event of Default Borrower shall be obligated to reimburse for more than one (1) such inspection and examination during any twelve (12) month period.
Sample 1

Related to Inventory Inspection

  • Regulatory Inspections Manufacturer will permit Rhythm or its agents to be present and participate in any visit or inspection by any Authority of the Facility (to the extent it relates in any way to any Product) or the Manufacturing Process. Manufacturer will give as much advance notice as reasonably possible to Rhythm of any such visit or inspection. Manufacturer will provide Rhythm with a copy of any report or other written communication * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. received from such Authority in connection with such visit or inspection, and any written communication received from any Authority relating to any Product, the Facility (if it relates to or affects the Development and/or Manufacture of Product) or the Manufacturing Process, within two (2) business days after receipt, and will consult with, and require approval from, Rhythm before responding to each such communication. Manufacturer will provide Rhythm with a copy of its final responses within five (5) business days after submission.

  • Goods Inspection The Commissioner of DAS, in consultation with the Client Agency, shall determine the manner and prescribe the inspection of all Goods and the tests of all samples submitted to determine whether they comply with all of the specifications in the Contract. If any Goods fail in any way to meet the specifications in the Contract, the Client Agency or the Commissioner of DAS may, in its sole discretion, either reject it and owe nothing or accept it and pay for it on an adjusted price basis, depending on the degree to which the Goods meet the specifications. Any decision pertaining to any such failure or rejection shall be final and binding.

  • Records; Inspection Payor shall keep, and shall require its Permitted Sellers to keep, complete, true and accurate books of accounts and records for the purpose of determining the basis and accuracy of payments to be made under this Agreement. Such records shall be kept in accordance with GAAP, showing Net Sales on country-by-country and Licensed Product-by-Licensed Product basis, and Payor’s or its Permitted Sellers’ usual internal practices and procedures (which shall be commercially reasonable), consistently applied. Such books and records shall be kept for at least [*] ([*]) years following the end of the Calendar Quarter to which they pertain. Such records will be open for inspection by Payee during such [*] ([*]) year period by independent accountants reasonably acceptable to Payor, solely for the purpose of verifying the basis and accuracy of amounts in the payment statements hereunder. Such inspections shall be made no more than [*] each Calendar Year, at reasonable time and on reasonable notice and shall be limited to information related to Licensed Products. Results of any such inspection shall be deemed to be Confidential Information of Payor. If any errors in favor of Payor are discovered in the course of such inspection, then within thirty (30) days of written request by Payee, Payor shall pay Payee those amounts that Payee would have received in the absence of such errors, plus interest pursuant to and in accordance with Section 6.1(c). Inspections conducted under this Section 6.5 shall be at the expense of Payee, unless a variation or error in favor of Payor exceeding [*] percent ([*]%) of the amount due for the period covered by the inspection is established in the course of such inspection, whereupon all reasonable, documented costs relating to the inspection for such period will be paid promptly by Payor. In the event of overpayment to Payee, any amount of such overpayment shall be fully creditable against amounts payable for the immediately succeeding Calendar Quarter.

  • Books and Records; Inspection The Parent will keep, and will cause each of its Subsidiaries to keep, proper books of record and account in all material respects, in which materially proper and correct entries shall be made of all financial transactions and the assets, liabilities and business of the Parent and its Subsidiaries in accordance with GAAP. The Parent will, and will cause each of its Subsidiaries to, permit officers and designated representatives of the Facility Agent at the reasonable request of any Lead Arranger to visit and inspect, under guidance of officers of the Parent or such Subsidiary, any of the properties of the Parent or such Subsidiary, and to examine the books of account of the Parent or such Subsidiary and discuss the affairs, finances and accounts of the Parent or such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Facility Agent at the reasonable request of any such Lead Arranger may reasonably request.

  • IN INSPECTION Before, at the time of the Tenant accepting possession, or shortly thereafter, the Landlord and Tenant: (check one)

  • Safety Inspection During inspection of County facilities conducted by the State Division of Occupational Safety and Health for the purpose of determining compliance with the California OSHA requirements, an OCEA designated employee shall be allowed to accompany the inspector while the inspector is in the employee's agency/department. The employee so designated shall suffer no loss of pay when this function is performed during the employee's regularly scheduled work hours.

  • Books and Records; Inspections Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product.

  • Maintenance of Books and Records; Inspection The Company shall maintain its books, accounts and records in accordance with generally accepted accounting principles consistently applied, and permit the Secured Party, its officers and employees and any professionals designated by the Secured Party in writing, at any time to visit and inspect any of its properties (including but not limited to the collateral security described in the Transaction Documents and/or the Loan Instruments), corporate books and financial records, and to discuss its accounts, affairs and finances with any employee, officer or director thereof.

  • MOVE-IN INSPECTION Before, at the time of the Tenant accepting possession, or shortly thereafter, the Landlord and Tenant: (check one) ☐ - Agree to inspect the Premises and write any present damages or needed repairs on a move-in checklist. ☐ - Shall not inspect the Premises or complete a move-in checklist.

  • SITE INSPECTION Where a site inspection is required by the Bid Specifications or Project Definition, Bidder shall be required to inspect the site, including environmental or other conditions for pre-existing deficiencies that may affect the installed Product, equipment, or environment or services to be provided and, which may affect Bidder’s ability to properly deliver, install or otherwise provide the required Product. All inquiries regarding such conditions shall be made in writing. Bidder shall be deemed to have knowledge of any deficiencies or conditions which such inspection or inquiry might have disclosed. Bidder must provide a detailed explanation with its Bid if additional work is required under this clause in order to properly complete the delivery and installation of the required Product or provide the requested service.