Inventory Reconciliation. 10.2.1 Supplier shall maintain accurate inventory records of Consigned Inventory, Consigned Repairs Components, Direct Fulfillment Inventory, and Component Inventory using Sycamore’s part numbers.
Inventory Reconciliation. CONFIDENTIAL: Walgreens has designated this section 4.5 as confidential.
Inventory Reconciliation. Within twenty (20) days after the completion of the Inventory Taking, Merchant, Agent and General Electric Capital Corporation (“GECC”), in its capacity as administrative agent for itself and the other lenders (the “Lenders”) party to the Merchant’s senior secured, super-priority debtor-in-possession credit facility (the “DIP Facility”), shall review, reconcile and verify the final report of the aggregate Cost Value of the Merchandise by the Inventory Taking Service (the “Final Inventory Report”).
Inventory Reconciliation. (a) Following the Closing and until the Reconciliation Date, the Company may use all or any part of the Inventory in the course of its business to the extent and in the manner determined by the Company. The Company may also choose to retain additional unused Inventory following the Reconciliation Date, provided that, if the sum of the amounts set forth in items (i) through (v) of the Reconciliation Statement less any such amounts already deducted in calculating the Purchase Price as reflected in the Final Purchase Price Calculation Schedule (the “Final Liability Amount”) exceeds the total value of the Inventory used by the Company as set forth in item (vi) of the Reconciliation Statement, then the Company shall retain an amount of Inventory following the Reconciliation Date (with the individual items of Inventory selected at its sole and absolute discretion) such that the total value of the Inventory used or to be retained by the Company as set forth in items (vi) and (vii) of the Reconciliation Statement (the “Final Inventory Value”) is at least equal to the Final Liability Amount (except in the case where there is insufficient Inventory to do so, in which case the Company shall retain all of the Inventory).
(b) On or before the fifteenth (15th) Business Day following the Reconciliation Date, Buyer shall deliver to Seller a statement (the “Reconciliation Statement”) setting forth, as at the Reconciliation Date:
(i) the liability or estimated liability, as applicable, of the Company for the Company Employee Claims outstanding as of the Effective Date or initiated thereafter in respect of termination or any other event occurring prior to the Closing Date;
(ii) the amount of any write-down of assets reflected in the Effective Date Financial Statements after the Closing because the value of such assets reflected in the Effective Date Financial Statements does not accurately reflect the actual value of such assets as of the Effective Date, including as a result of any accounts being uncollectable;
(iii) the amount of any liabilities of the Company relating to intercompany transactions between the Company and Seller or one of its Affiliates, financing transactions of the Company, Seller and its Affiliates or other business activities of Seller and its Affiliates (other than the Company) identified by Buyer after Closing but not disclosed in the schedules to this Agreement;
(iv) the amount of any liabilities of the Company incurred in breach of any representatio...
Inventory Reconciliation. At the end of each month, a reconciliation of the inventories will be done based on sales made ***. For this purpose, all sales *** will be considered as sales for the Cosmetic Indications, sales *** will be considered as sales for the Cosmetic Indications, the sales *** will be initially regarded as sales for Therapeutic Indications; however, the Parties agree to develop a mutually agreeable approach to allocating sales made *** between Cosmetic and Therapeutic Indications prior to the execution of the Services Agreement. The Parties agree that the approach to identify and split sales between Therapeutic and Cosmetic Indications will be reviewed on a periodic basis and adjusted as necessary to more accurately reflect the actual allocation between the Cosmetic Indications and the Therapeutic Indications.
Inventory Reconciliation. DSC shall notify SOLO of the net annual inventory shortage or overage, as the case may be, and DSC shall reimburse SOLO for any net annual inventory shortages; provided, however, that, for the purpose of computing the amount of any reimbursement due to SOLO for the previous year, the amount of any net annual inventory shortage for such year shall be reduced by the amount of the cumulative net inventory overages from prior years, but only to the extent such overages were not previously credited against a net inventory shortage for a prior year.
Inventory Reconciliation. Discrepancies between the book inventory and the physical inventory must be reconciled by the Contractor. If the value of the shortages exceeds the value of the overages, a monetary settlement by the Contractor for the monetary difference is mandatory. If the value of the overages exceeds the value of the shortages, no monetary settlement is required. The Contractor must adjust the book inventory to correspond to the physical inventory. The reconciliation must be made between like USDA donated food.
Inventory Reconciliation. Each Member of the Seller Group shall cause to be shipped to the Purchaser all finished goods Inventory owned by the Seller Group as follows:
a. The finished goods Inventory identified on Schedule 2.7 (the “AU Inventory”) as deliverable to the Purchaser’s facility located at LeMaitre Vascular Pty. Ltd., 30 Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, XXX 0000 Xxxxxxxxx in two shipments: (i) the first shipment, which shall conform to a zero dollar purchase order submitted by the Purchaser on the Closing Date, shall be delivered to the Purchaser by October 15, 2019 and (ii) the second shipment which shall include the balance of the AU Inventory, shall be delivered to the Purchaser by October 18, 2019;
b. The finished goods Inventory identified on Schedule 2.7 (the “DE Inventory”) as deliverable to the Purchaser’s facility located at LeMaitre Vascular GmbH, Oxxx-Xxxxxx-Xxx. 0 x/x, 00000 Xxxxxxxx/Xx., Xxxxxxx in two shipments: a) the first shipment, which shall conform to a zero dollar purchase order submitted by the Purchaser on the Closing Date, shall be delivered to the Purchaser by October 15, 2019 and b) the second shipment, which shall include the balance of the DE Inventory, shall be delivered to the Purchaser by October 18, 2019; and
c. The finished goods Inventory identified on Schedule 2.7 (the “US Inventory”) as deliverable to the Purchaser’s facility located at LeMaitre Vascular, Inc., 60 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 XXX in two shipments: a) the first shipment, which shall conform to a zero dollar purchase order submitted by the Purchaser on the Closing Date, shall be delivered to the Purchaser by the Closing Date and b) the second shipment, which shall include the balance of the US Inventory, shall be delivered to Purchaser by October 18, 2019.
d. The finished goods Inventory identified on Schedule 2.7 (the “Retained Inventory” and collectively with the US Inventory, the AU Inventory and the DE Inventory, the “Shipped Inventory”) as retained by the Seller Group at its facility located at 20 Xxxxxx Xxxx, Malaga, Western Australia 6090.
e. Each shipment of Product shall be accompanied by a certificate of conformance prepared by the Seller Group, containing the part number, lot number, quantity and sterilization lot number of each Product and statements that each Product has been released for sale, was manufactured in accordance with the Seller Group’s internal procedures and complies with all applicable standards and regulations.
f. Except in...
Inventory Reconciliation. Lessee acknowledges that the Demised Premises contain underground tanks for the storage of petroleum products and that the release of such products into the environment can cause serious damage. In order to detect tank or piping leaks so as to safeguard the environment and prevent loss to either Lessee or Lessor, Lessee shall measure the inventory of all underground storage tanks daily by tank sticking or other industry-accepted measurement techniques, and reconcile the measured inventory with meter readings daily. Lessee shall keep a daily log of all underground tank inventory readings at the Demised Premises, which shall be available for inspection by Lessor or by government authorities as required by applicable law. To the extent that other requirements relating to environmental protection, including sampling of monitoring xxxxx, preparing records or reports, or complying with all governmental notification requirements, are communicated by Chevron Oil Company, Lessee shall fully comply with all such requirements. Lessee shall maintain such records or reports on the Demised Premises for a period of three years, or such longer period as required by applicable law, and such records or reports shall also be available for inspection by Lessor or by government authorities as required by applicable law. Failure to properly measure and reconcile inventory, maintain records and perform other environmental protection activities as required by applicable law or as specified by Xxxx Oil Company shall result in a default under this Lease. This remedy is in addition to the remedies and indemnities provided elsewhere in this Lease.
Inventory Reconciliation. MG shall permit TMW to conduct a test inventory of the MG stores and the manufacturing facility and MG shall cooperate with TMW and shall cause MG's independent accountants to cooperate with TMW to allow TMW to test MG and the MG Subsidiaries' inventory to reconcile the physical inventory to MG's books and records.
