Inventory Taking. The Merchant and the Agent shall use best efforts to cause to be taken a SKU and retail physical inventory of the Merchandise located in the Stores (the “Inventory Taking”), subject to the availability of the Inventory Taking Service (defined below) which Inventory Taking shall be completed in all of the Stores no later than 10 days after the Sale Commencement Date (the “Inventory Completion Date,” the date of the Inventory Taking at each Store being the “Inventory Date” for each such Store). The Merchant and the Agent shall jointly employ a mutually acceptable independent inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking. The Inventory Taking shall be conducted in accordance with the procedures and instructions attached hereto as Exhibit 5.4 (the “Inventory Taking Instructions”). The Merchant and the Agent may each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree that during the conduct of the Inventory Taking in each of the Stores, the applicable Stores shall be closed to the public and no sales or other transactions shall be conducted. The Merchant and the Agent agree to cooperate with each other to conduct the Inventory Taking commencing at a time that would minimize the number of hours that such locations would be closed for business.
Inventory Taking. Merchant and Agent shall cause to be taken (i) a Retail Price physical inventory, and (ii) an "SKU" inventory of the Merchandise (the "Inventory Taking") commencing at the close of business at each of the Stores on a date mutually agreed upon by Agent and Merchant, but in no event later than December 14, 2000 (the date of the Inventory Taking at each Store being the "Inventory Date" for such Store). Merchant and Agent shall jointly employ RGIS or another mutually acceptable inventory taking service to conduct the Inventory Taking. Agent shall be responsible for 50% of the costs and fees of the inventory taking service as an Expense hereunder, and the balance of such costs and fees shall be paid by Merchant. Except as provided in the immediately preceding sentence, Merchant and Agent shall bear their respective costs and expenses relative to the Inventory Taking. Merchant and Agent shall each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the inventory taking service. Merchant agrees that during the conduct of the Inventory Taking at each Store such Store shall be closed to the public and no sales or other transactions shall be conducted. The procedures to be used in the conduct of the Inventory Taking and its verifications are set forth on Exhibit 5.1 attached hereto. In order to facilitate the Inventory Taking, Merchant agrees to make its SKU data files and related computer hardware and software available to Agent and the inventory taking service commencing prior to the Inventory Date.
Inventory Taking. As soon as practicable after the Sale ---------------- Commencement Date, the Agent and the Merchant shall jointly take a retail and SKU inventory of the Saleable Inventory located at each Store and Warehouse in accordance with the inventory procedures set forth on Exhibit 5.1 hereto to ----------- obtain the cost of the Saleable Inventory located thereat (the "Inventory --------- Taking") (the date of the Inventory Taking at each Store or Warehouse being the ------ "Inventory Date" for such Store or Warehouse). Agent and the Merchant shall -------------- jointly employ RGIS or another mutually acceptable inventory taking service to conduct the Inventory Taking. Agent and the Merchant shall each be responsible for 50% of the costs and fees of such inventory taking service. Except as provided in the immediately preceding sentence, the Agent and the Merchant shall each bear their respective costs and expenses relative to the Inventory Taking. The Agent and the Merchant shall each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the inventory taking service. During the Inventory Taking, Agent and Merchant shall work in good faith to agree on the Defective Merchandise Amount. The parties agree that during the conduct of the Inventory Taking at each Store, such Store shall be closed to the public and no sales or other transactions shall be conducted.
Inventory Taking. 14 9.2 Merchandise...........................................15 9.3 Valuation.............................................15 9.4
Inventory Taking. 10 5.2 Merchandise Subject To This Agreement .......................................11 5.3 Valuation ...................................................................13 5.4
Inventory Taking. Merchant and Agent shall cause to be taken a Retail Price physical inventory of the Merchandise located in the Stores on the Inventory Date (the "Inventory Taking") commencing at the close of business at each of the Stores on a date mutually agreed upon by Agent and Merchant, but in no event later than May 8, 1997 (the date of the Inventory Taking at each Store being the "Inventory Date" for such Store). Merchant and Agent shall jointly employ RGIS to conduct the Inventory Taking. Agent shall be responsible for 50% of the costs and fees of the inventory taking service as an Expense hereunder, and the balance of such fees and expenses shall be paid by Merchant. Except as provided in the immediately preceding sentence, Merchant and Agent shall each bear their respective costs and expenses relative to the Inventory Taking. Merchant and Agent shall each have representatives present during
Inventory Taking. Merchant and Agent shall cause to be taken a Cost Value physical inventory of the Merchandise (the “Inventory Taking”) at the Stores and the Warehouse, commencing on the day that the Order is entered. The Inventory Taking shall be completed prior to the Closing Date. The date of the Inventory Taking at each Store and the Warehouse shall be the “Inventory Date” for such Store or the Warehouse (as the case may be).
Inventory Taking. Preceding the Effective Date, a "wall-to-wall" physical inventory of the HBA Inventory to be purchased on such date will be conducted at the HBA Warehouse Facility, the HBA Departments and the Non-VCD Stores by a third party selected by Valley Fair and by Mazel. Buyer will pay the expense of such inventory taking. In order to facilitate the taking of the "wall-to-wall" physical inventory, no HBA Inventory shall be shipped and no goods or materials shall be received during the taking of such physical inventory. Representatives of Mazel and Valley Fair shall be entitled to participate at their respective cost and expense in the observation of the taking of the physical inventory.
Inventory Taking. Merchant and Agent shall cause to be taken a Retail Price physical inventory of the Merchandise located in the Stores on the Inventory Date (the "Inventory Taking") commencing at the close of business at each of the Stores on a date mutually agreed upon by Agent and Merchant (the date of the Inventory Taking at each Store being the "Inventory Date" for such Store). Merchant and Agent shall jointly employ RGIS or another mutually acceptable nationally recognized inventory taking service to conduct the Inventory Taking. Agent shall advance 100% of the costs and fees of the inventory taking service as an Expense hereunder and shall have the right to offset 50% of such cost from any sums due Merchant. Except as provided in the immediately preceding sentence, Merchant and Agent shall each bear their respective costs and expenses relative to the Inventory Taking. Merchant and Agent shall each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the inventory taking service. Merchant agrees that during the conduct of the Inventory Taking at each Store such Store shall be closed to the public and no sales or other transactions shall be conducted. Immediately after the Inventory Taking with respect to the Texas Stores included on Exhibit 1A, the Merchandise from such Stores shall be packed and delivered to Louisiana Stores determined by Agent in its discretion.
Inventory Taking. Prior to the Commencement Date, as defined below, Company shall take a physical inventory (the “Inventory Reconciliation”) of the Company’s inventory at the Sale Locations (the “Company Inventory”) and, by no later than December 6, 2020, shall provide a complete written copy to PFP. PFP may conduct a spot-check, in PFP’s discretion, to confirm the Inventory Reconciliation.
