Common use of Inventory Value Clause in Contracts

Inventory Value. The actual value of the Inventory to be paid by Buyer to Seller shall be calculated and paid in accordance with this Section 2.2. The portion of the Purchase Price to be paid by Buyer at Closing will include an amount equal to the estimated value of the Inventory (the "Estimated Inventory Value"), but not in excess of Three Million Seven Hundred Thousand Dollars ($3,700,000.00) (the "Closing Inventory Payment"). The Estimated Inventory Value shall be the amount of Inventory shown on the balance sheet of Seller for the most recently ended accounting period prior to Closing, prepared in the ordinary course of business of Seller and certified in writing to Buyer as of Closing by the Chief Financial Officer of Seller. Commencing on the day before the Closing Date, RGIS (or another valuation service acceptable to Buyer and Seller) shall count and compute the value of saleable non-petroleum Inventory as of Closing using the valuation procedure and criteria set forth in EXHIBIT 2.2. Buyer and Seller will share equally the costs of such Inventory valuation and shall each be permitted to have a representative present during such valuation. In addition, commencing on the day before the Closing Date, Buyer and Seller shall jointly determine the actual quantities of saleable petroleum Inventory as of Closing (the "Petroleum Inventory") and shall promptly thereafter compute the value of the Petroleum Inventory using the Petroleum Inventory valuation procedure and criteria set forth in EXHIBIT 2.2. The determination of the actual Inventory shall commence as soon as practicable on the day before the Closing Date and continue as rapidly as possible and shall be completed within three (3) days. If the computed aggregate value of Inventory exceeds the Closing Inventory Payment, Buyer shall pay the difference to Seller within ten (10) days after the determination thereof, together with interest thereon from the Closing Date to the date of payment at the prime rate of Chase Manhattan Bank in New York in effect on the last business day prior to Closing ("Prime Rate") by wire transfer to Seller's Bank Account; provided, however, that to the extent that the computed value exceeds the sum of Three Million Seven Hundred Thousand Dollars ($3,700,000.00), the amount in excess of said Three Million Seven Hundred Thousand Dollars ($3,700,000.00) shall be paid with interest at the Prime Rate from the Closing Date to the date of payment as aforesaid on such date as may be determined by Buyer, but not later than sixty (60) days after Closing. If the computed value is less than the Closing Inventory Payment, Seller shall pay the difference to Buyer within ten (10) days after the determination thereof, together with interest at the Prime Rate thereon from the Closing Date to the date of payment by wire transfer to Buyer's Bank Account.

Inventory Value. The actual value of (a) At the Inventory to be paid by Closing, Buyer to shall pay Seller shall be calculated and paid in accordance with this Section 2.2. The portion of the Purchase Price to be paid by Buyer at Closing will include an amount equal to (the “Inventory Deposit”) as an initial payment for the estimated value of the Inventory as of the Closing Date. Seller shall make a good faith estimate five (5) Business Days prior to the Closing Date of the estimated value of the Inventory and provide a copy thereof to Buyer setting forth the ownership, types, characteristics and volumes, on a tank, vessel or location basis, of Refinery Feedstock Inventory and Refinery Product Inventory. The Inventory Deposit shall be an amount equal to 95% of the estimated Inventory Value as reasonably estimated by Seller. Seller shall value the Inventory in accordance with the measurement procedures set forth in Exhibit H-1 and in accordance with the valuation procedures set forth in Exhibit H-2. Buyer shall be permitted to have representatives present to observe any measurements taken by Seller. (b) An independent inspector (the "Estimated “Testing Agent”) shall be engaged by mutual agreement of Seller and Buyer. The Testing Agent shall measure the Inventory as of Effective Time at the respective locations of the Inventory on the Closing Date. The Inventory shall be measured by the Testing Agent in accordance with the procedures set forth on Exhibit H-1 attached hereto. The Testing Agent shall issue a written report (the “Testing Agent Report”) within twenty (20) days after the Closing Date setting forth the volumes and quantities of the Inventory as of the Effective Time. The fees and expenses of the Testing Agent shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. (c) As soon as practicable, but in any event no later than ten (10) days following receipt of the Testing Agent Report, Seller shall cause to be prepared and delivered to Buyer a statement (the “Inventory Statement”) setting forth the volume of the Inventory as measured by the Testing Agent as of the Closing Date and the value of the Inventory (the “Inventory Value"), but not ”) which shall be determined in excess accordance with the procedures set forth on Exhibit H-2. Buyer shall give Seller notice of Three Million Seven Hundred Thousand Dollars its acceptance of or objection to the computations in the Inventory Statement no later than twenty ($3,700,000.0020) days following its receipt of the Inventory Statement (the "Closing date of Seller’s receipt of such acceptance or rejection, or the expiration of such 20 day period with no notice having been given, shall be the “Inventory Payment"Notice Date”). The Estimated If Buyer fails to give such notice before the end of such twenty (20) day period, then the Inventory Statement will be deemed final and binding upon the Parties. If Buyer gives such notice to Seller of Buyer’s objection within such twenty (20) days, and Buyer and Seller are unable to resolve the issues in dispute within seven (7) days after delivery of such notice of objection, each of Buyer’s and Seller’s positions with respect to the computation of the Inventory Value will be submitted to a party mutually selected by the Parties (the “Inspector”) for resolution. If the computation of the Inventory Value is submitted to the Inspector for resolution, (x) each Party will furnish to the Inspector such workpapers and other documents and information relating to the disputed issues as the Inspector may request and are available to that Party, and will be afforded the opportunity to present to the Inspector any material relating to such issues and to discuss the same with the Inspector; (y) the Inspector’s determination or computation of the Inventory Value shall be binding and conclusive on the Parties and will be deemed to be the final Inventory Value; and (z) the fees and expenses of the Inspector for such determination will be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. (d) If the sum of the Inventory Value minus the Inventory Deposit (the “Inventory Balance”) is greater than zero, then Buyer shall pay to Seller, without offset or deduction, an amount equal to the Inventory Balance by wire transfer of immediately available funds to such account or accounts of Seller, as may be designated by Seller. If the amount of the Inventory shown Balance is less than zero, then Seller shall pay to Buyer, without offset or deduction, an amount equal to such deficit by wire transfer of immediately available funds to such account or accounts of Buyer, as may be designated by Buyer. All such undisputed amounts shall be paid by the relevant Party to the other Party within five (5) Business Days of the Inventory Computation Date. All disputed amounts shall be paid by the relevant Party to the other Party within five (5) Business Days of the resolution of such disputed amounts. All amounts payable pursuant to this Section 3.03 (both disputed and undisputed amounts) shall bear interest from and including the date payment is scheduled to be made to, but excluding, the date of payment at a rate per annum equal to seven percent (7%) for the first thirty (30) days such payment is past due and at a rate per annum equal to fifteen percent (15%) for all subsequent periods such payment is past due, in either event not to exceed the maximum rate permitted by Applicable Law. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the balance sheet basis of Seller a year of 365 days and the actual number of days for which due. (e) Each Party agrees that, following the most recently ended accounting period prior to Closing, prepared it shall not take any actions with respect to the accounting books, records, policies and procedures of itself or its Affiliates that would obstruct or prevent the preparation of the Inventory Statement as provided in this Section 3.03. The Parties shall cooperate with each other in the ordinary course preparation of business of Seller and certified in writing to Buyer the Inventory Statement, if requested by another Party. (f) Except as of Closing by the Chief Financial Officer of Seller. Commencing on the day before the Closing Date, RGIS (or another valuation service acceptable to Buyer and Seller) shall count and compute the value of saleable non-petroleum Inventory as of Closing using the valuation procedure and criteria set forth in EXHIBIT 2.2. Buyer and Seller will share equally the costs of such Inventory valuation and shall each be permitted to have a representative present during such valuation. In addition, commencing on the day before the Closing DateSection 3.03(b), Buyer and Seller shall jointly determine each bear its own expenses incurred in connection with the actual quantities of saleable petroleum Inventory as of Closing (the "Petroleum Inventory") preparation and shall promptly thereafter compute the value review of the Petroleum Inventory using the Petroleum Inventory valuation procedure and criteria set forth in EXHIBIT 2.2. The determination of the actual Inventory shall commence as soon as practicable on the day before the Closing Date and continue as rapidly as possible and shall be completed within three (3) days. If the computed aggregate value of Inventory exceeds the Closing Inventory Payment, Buyer shall pay the difference to Seller within ten (10) days after the determination thereof, together with interest thereon from the Closing Date to the date of payment at the prime rate of Chase Manhattan Bank in New York in effect on the last business day prior to Closing ("Prime Rate") by wire transfer to Seller's Bank Account; provided, however, that to the extent that the computed value exceeds the sum of Three Million Seven Hundred Thousand Dollars ($3,700,000.00), the amount in excess of said Three Million Seven Hundred Thousand Dollars ($3,700,000.00) shall be paid with interest at the Prime Rate from the Closing Date to the date of payment as aforesaid on such date as may be determined by Buyer, but not later than sixty (60) days after Closing. If the computed value is less than the Closing Inventory Payment, Seller shall pay the difference to Buyer within ten (10) days after the determination thereof, together with interest at the Prime Rate thereon from the Closing Date to the date of payment by wire transfer to Buyer's Bank AccountStatement.

Inventory Value. The actual (a) Within five (5) business days after the Closing Date, the Seller and the Purchaser shall jointly conduct a physical count of the Inventory as of the Closing Date and the Purchaser shall make or cause to be made a calculation of the value of the Inventory to be paid by Buyer to Seller shall be calculated and paid as of the Closing Date (the "Inventory Value") in accordance with this Section 2.2the Seller's accounting policies applied on a consistent basis for determining standard costs (the "Calculation"), except that unmerchantable or obsolete Inventory ("Obsolete Inventory") shall be excluded from the Calculation. Any finished goods Inventory with a shelf life expiration date of less than twelve (12) months from the Closing Date shall be considered unmerchantable and obsolete for purposes of determining Obsolete Inventory. Any finished goods Inventory not in full unopened case cartons shall also be considered unmerchantable. The portion Seller will retain the Obsolete Inventory which the Seller shall destroy within ninety (90) days after the Closing Date. Any non-finished goods Inventory that exceeds a 12 month supply (as measured on the basis of the Seller's shipment production forecast for the 12 month period following the Closing Date), to the extent of such excess, shall be excluded from the Calculation and shall be retained by the Seller. Any Inventory that has been ordered by the Seller but not received prior to the Closing Date shall not be included in the Calculation but will be accepted by the Purchaser and shall be considered to have been purchased by the Seller to support firm purchase orders in accordance with Section 4.1 of the Supply Agreement. The Purchaser shall also provide the Seller with copies of the Calculation and all work papers associated therewith within thirty (30) days after the Closing Date. The Purchaser may not assert a claim for indemnification with respect to any Inventory that is not included in the Calculation. (b) Thereafter, the Seller shall have a period of thirty (30) days in which to review the Calculation and the work papers associated therewith provided by the Purchaser. If the Seller disagrees with all or any part of the Calculation, the Seller shall have the right to notify the Purchaser in writing of such disagreement and their reasons for so disagreeing, in which case the Seller and the Purchaser shall attempt to resolve the disagreement. If within fifteen (15) days after receipt of such notice by Seller, the Seller and the Purchaser are unable to resolve the differences, if any, arising as a result of the Calculation, they or either of them shall submit a statement of all unresolved differences together with copies of the Calculation to KPMG LLP or such other independent accounting firm as shall be mutually agreed (the "Accountants") for a binding and non-appealable determination to be rendered within thirty (30) days after such submission. All fees and expenses of the Accountants incurred in this capacity shall be billed to and shared by the Seller and the Purchaser equally. (c) If the Calculation reflects an Inventory Value that is either less than or in excess of the Estimated Inventory Value, the Purchase Price to will be paid reduced or increased dollar-for-dollar, as the case may be, by Buyer at Closing the amount of such difference, and the Purchaser will include an pay the amount equal of any such increase to the estimated Seller or the Seller will pay the amount of any such decrease to the Purchaser, in immediately available funds, within five (5) business days after the final determination of the Inventory Value provided, however, in no event shall the purchase value of the Inventory (the "Estimated Inventory Value"), but not in excess of Three exceed One Million Seven One Hundred Thousand Dollars ($3,700,000.00) (the "Closing Inventory Payment"1,100,000.00). The Estimated Inventory Value shall be the amount of Inventory shown on the balance sheet of Seller for the most recently ended accounting period prior to Closing, prepared in the ordinary course of business of Seller and certified in writing to Buyer as of Closing by the Chief Financial Officer of Seller. Commencing on the day before the Closing Date, RGIS (or another valuation service acceptable to Buyer and Seller) shall count and compute the value of saleable non-petroleum Inventory as of Closing using the valuation procedure and criteria set forth in EXHIBIT 2.2. Buyer and Seller will share equally the costs of such Inventory valuation and shall each be permitted to have a representative present during such valuation. In addition, commencing on the day before the Closing Date, Buyer and Seller shall jointly determine the actual quantities of saleable petroleum Inventory as of Closing (the "Petroleum Inventory") and shall promptly thereafter compute the value of the Petroleum Inventory using the Petroleum Inventory valuation procedure and criteria set forth in EXHIBIT 2.2. The determination of the actual Inventory shall commence as soon as practicable on the day before the Closing Date and continue as rapidly as possible and shall be completed within three (3) days. If the computed aggregate value of Inventory exceeds the Closing Inventory Payment, Buyer shall pay the difference to Seller within ten (10) days after the determination thereof, together with interest thereon from the Closing Date to the date of payment at the prime rate of Chase Manhattan Bank in New York in effect on the last business day prior to Closing ("Prime Rate") by wire transfer to Seller's Bank Account; provided, however, that to the extent that the computed value exceeds the sum of Three Million Seven Hundred Thousand Dollars ($3,700,000.00), the amount in excess of said Three Million Seven Hundred Thousand Dollars ($3,700,000.00) shall be paid with interest at the Prime Rate from the Closing Date to the date of payment as aforesaid on such date as may be determined by Buyer, but not later than sixty (60) days after Closing. If the computed value is less than the Closing Inventory Payment, Seller shall pay the difference to Buyer within ten (10) days after the determination thereof, together with interest at the Prime Rate thereon from the Closing Date to the date of payment by wire transfer to Buyer's Bank Account.

Inventory Value. The actual value (a) As promptly as practicable, the Sellers and Purchaser shall cause to be taken a physical inventory of the Inventory, other than a physical inventory of the Inventory to be paid at the Stores identified by Buyer to Seller Purchaser (the “Inventory Taking”), which Inventory Taking shall be calculated and paid in accordance with this Section 2.2. The portion of the Purchase Price to be paid by Buyer at Closing will include an amount equal to the estimated value of the Inventory (the "Estimated Inventory Value"), but not in excess of Three Million Seven Hundred Thousand Dollars ($3,700,000.00) (the "Closing Inventory Payment"). The Estimated Inventory Value shall be the amount of Inventory shown on the balance sheet of Seller for the most recently ended accounting period completed prior to Closing, prepared unless otherwise agreed to in writing by the Sellers and Purchaser (provided that the Inventory Taking shall not be required to occur on Saturdays and Sundays) (the “Inventory Completion Date”, and the date of the Inventory Taking at each of the Stores, the Clearance Centers and the Warehouse being the “Inventory Date” for each such Store, Clearance Center and Warehouse). The Sellers and Purchaser shall jointly employ a mutually acceptable independent inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking, or if the Sellers and Purchaser mutually agree, shall jointly conduct the Inventory Taking without utilizing a third party Inventory Taking Service. The Inventory Taking shall be conducted in accordance with the procedures and instructions to be mutually agreed by the Sellers and Purchaser and made a part of this Agreement as Schedule 3.5(a) (the “Inventory Taking Instructions”). Purchaser shall be responsible for 100% of the fees and expenses of the Inventory Taking Service, if such service is utilized. In the event that no third party Inventory Taking Service is utilized, then each of the Sellers and Purchaser shall bear their respective costs and expenses incurred in the ordinary course of business of Seller Inventory Taking. The Sellers and certified in writing Purchaser shall each have the right to Buyer as of Closing by have representatives present during the Chief Financial Officer of Seller. Commencing on the day before the Closing DateInventory Taking, RGIS (or another valuation service acceptable to Buyer and Seller) shall count and compute the value of saleable non-petroleum Inventory as of Closing using the valuation procedure and criteria set forth in EXHIBIT 2.2. Buyer and Seller will share equally the costs of such Inventory valuation and shall each be permitted have the right to have a representative present during such valuation. In addition, commencing on review and verify the day before the Closing Date, Buyer listing and Seller shall jointly determine the actual quantities of saleable petroleum Inventory as of Closing (the "Petroleum Inventory") and shall promptly thereafter compute the value tabulation of the Petroleum Inventory using Taking Service. During the Petroleum Inventory valuation procedure and criteria set forth in EXHIBIT 2.2. The determination conduct of the actual Inventory shall commence as soon as practicable on Taking in each of the day before Clearance Centers, Warehouse and Stores, the Closing Date and continue as rapidly as possible and applicable location shall be completed within three closed to the public and no sales or other transactions shall be conducted until the Inventory Taking at such location has been completed. No later than five (3) days. If the computed aggregate value of Inventory exceeds the Closing Inventory Payment, Buyer shall pay the difference to Seller within ten (105) days after the determination thereofInventory Completion Date, together with interest thereon from Sellers shall prepare a statement (“Pre-Closing Inventory Statement”) of the Eligible Inventory Value as of the Closing Date based upon such physical inventory count (“Pre-Closing Eligible Inventory Value”). The “Eligible Inventory Value” shall be equal to, with respect to each item of Eligible Inventory (as defined in the date DIP Credit Agreement) of payment the Sellers at the prime rate Closing, the cost (determined by applicable Seller accounting unit) for such item of Chase Manhattan Bank Inventory, as reflected in New York in effect on Sellers’ master cost file as of the last business day prior to Closing Date ("Prime RateCost File") by wire transfer to Seller's Bank Account; provided), howeverplus freight and shipping charges at 9.5%, that except to the extent that the computed value exceeds the sum of Three Million Seven Hundred Thousand Dollars ($3,700,000.00), the amount in excess of said Three Million Seven Hundred Thousand Dollars ($3,700,000.00) shall be paid with interest at the Prime Rate from the Closing Date to the date of payment as aforesaid on such date as may be determined by Buyer, but not later than sixty (60) days after Closingany mistake or omission contained therein. If the computed value is Pre-Closing Eligible Inventory Statement reflects less than $50,000,000.00 of Pre-Closing Eligible Inventory Value of the Inventory, if agreed to by Purchaser, in Purchaser's sole discretion, Sellers may count the In-Transit Inventory for purposes of determining the Pre-Closing Eligible Inventory Payment, Seller shall pay Value of the difference to Buyer within ten (10) days after the determination thereof, together with interest at the Prime Rate thereon from the Closing Date to the date of payment by wire transfer to Buyer's Bank AccountInventory.

Inventory Value. The actual value of the Inventory (a) Maxxim shall provide Buyer with access to be paid by Buyer to Seller shall be calculated and paid in accordance with this Section 2.2. The portion of the Purchase Price to be paid by Buyer at Closing will include an amount equal its inventory cycle counts relating to the estimated value Products upon Buyer's request. Buyer shall have the right to perform spot tests to verify the accuracy of such cycle counts to its satisfaction. If Buyer is not satisfied with the Inventory accuracy of such cycle counts, it shall notify Maxxim of such fact at least twenty (the "Estimated Inventory Value"), but not in excess of Three Million Seven Hundred Thousand Dollars ($3,700,000.0020) (the "Closing Inventory Payment"). The Estimated Inventory Value shall be the amount of Inventory shown on the balance sheet of Seller for the most recently ended accounting period days prior to Closing, prepared in and Maxxim shall undertake thereafter a physical count of the ordinary course of business of Seller and certified in writing Inventories being transferred to Buyer as hereunder. Maxxim shall give Buyer at least 72 hours notice of Closing by the Chief Financial Officer of Seller. Commencing time and date on the day before the Closing Date, RGIS (or another valuation service acceptable which it plans to Buyer and Seller) shall commence such physical count and compute Buyer will have the right to have its representatives present if it so elects. Maxxim shall determine the value of saleable non-petroleum Inventory as of Closing using the valuation procedure and Inventories in accordance with the criteria set forth in EXHIBIT Schedule 2.2. Buyer and Seller will share equally The value of the costs of such Inventory valuation and Inventories shall each be permitted to have a representative present during such valuation. In addition, commencing adjusted on the day before Closing Date to eliminate the value of any Inventories sold and shipped between the date of the physical count of the Inventories and the Closing Date, Buyer Date and Seller shall jointly determine the actual quantities of saleable petroleum Inventory as of Closing (the "Petroleum Inventory") and shall promptly thereafter compute the value of the Petroleum Inventory using number of each Product in excess of a 12 months' supply of such Product, and to add the Petroleum Inventory valuation procedure and criteria set forth in EXHIBIT 2.2. The determination value of any Inventories received between the date of the actual Inventory shall commence as soon as practicable on physical count of the day before Inventories and the Closing Date ("Adjusted Inventories"). (b) Maxxim shall prepare for shipping, arrange to have shipped by such carrier as Buyer shall designate, at Buyer's cost, and continue as rapidly as possible have loaded onto such carrier's truck for shipment to Buyer, at Buyer's cost, all of the Inventories located at facilities other than the Clarksburg, West Virginia Facility. Maxxim shall count the Inventories prior to shipment to Buyer. Maxxim shall obtain a receipt from the carrier shipping such Inventories for the quantities of the Inventories counted by Maxxim and shall promptly provide a copy to Buyer. Maxxim shall take reasonable precautions to ensure that the Inventories will not be completed within three (3) days. If the computed aggregate value of Inventory exceeds the Closing Inventory Payment, Buyer shall pay the difference to Seller within ten (10) days after the determination thereof, together with interest thereon from the Closing Date to the date of payment at the prime rate of Chase Manhattan Bank in New York in effect on the last business day damaged prior to Closing ("Prime Rate") by wire transfer to Seller's Bank Account; provided, however, that to shipment. All of the extent that the computed value exceeds the sum of Three Million Seven Hundred Thousand Dollars ($3,700,000.00), the amount in excess of said Three Million Seven Hundred Thousand Dollars ($3,700,000.00) Inventories shall be paid with interest at the Prime Rate from the Closing Date to the date of payment as aforesaid on such date as may be determined by Buyer, but not later than sixty (60) days after Closing. If the computed value is less than the Closing Inventory Payment, Seller shall pay the difference to Buyer within ten (10) days after the determination thereof, together with interest at the Prime Rate thereon from the Closing Date to the date of payment by wire transfer to Buyer's Bank Account.delivered F.O.

Inventory Value. The actual value Seller and Buyer shall conduct an inventory within 10 days of the Closing Date of the Inventory. Seller shall pay the cost of such inventory. Such inventory shall be used for calculating the Inventory Value, such amount to be finalized upon a reconciliation to be agreeable to Seller and Buyer, which in no event shall occur thirty (30) days after the Closing Date. In the event that the Inventory Value as determined by such inventory differs from the calculation of the Inventory to be paid by Buyer to Seller shall be calculated and paid in accordance with this Section 2.2. The portion Value as of the Closing Date, then the Purchase Price shall be adjusted by such differential amount. If the Inventory Value as determined by such inventory: (a) equals the Inventory Value determined as of the Closing Date, then the Escrow Agent shall release to be paid by Seller the Purchase Price Holdback; (b) exceeds the Inventory Value determined as of the Closing Date, then (i) Escrow Agent shall release to Seller the Purchase Price Holdback and (ii) Buyer at shall pay to Seller the amount of such difference; (c) is less than the Inventory Value determined as of the Closing will include Date (the amount of such inventory shortfall being the “Inventory Shortfall”), then (i) Escrow Agent shall release to Seller an amount equal to the estimated value Purchase Price Holdback less the amount of the Inventory Shortfall and (the "Estimated Inventory Value"), but not in excess of Three Million Seven Hundred Thousand Dollars ($3,700,000.00ii) (the "Closing Inventory Payment"). The Estimated Inventory Value Escrow Agent shall be the amount of Inventory shown on the balance sheet of Seller for the most recently ended accounting period prior to Closing, prepared in the ordinary course of business of Seller and certified in writing release to Buyer as of Closing by the Chief Financial Officer of Seller. Commencing on the day before the Closing Date, RGIS (or another valuation service acceptable to Buyer and Seller) shall count and compute the value of saleable non-petroleum Inventory as of Closing using the valuation procedure and criteria set forth in EXHIBIT 2.2. Buyer and Seller will share equally the costs of such Inventory valuation and shall each be permitted to have a representative present during such valuation. In addition, commencing on the day before the Closing Date, Buyer and Seller shall jointly determine the actual quantities of saleable petroleum Inventory as of Closing (the "Petroleum Inventory") and shall promptly thereafter compute the value of the Petroleum Inventory using the Petroleum Inventory valuation procedure and criteria set forth in EXHIBIT 2.2. The determination of the actual Inventory shall commence as soon as practicable on the day before the Closing Date and continue as rapidly as possible and shall be completed within three (3) days. If the computed aggregate value of Inventory exceeds the Closing Inventory Payment, Buyer shall pay the difference to Seller within ten (10) days after the determination thereof, together with interest thereon from the Closing Date an amount equal to the date of payment at the prime rate of Chase Manhattan Bank in New York in effect on the last business day prior to Closing ("Prime Rate") by wire transfer to Seller's Bank AccountInventory Shortfall; provided, however, that if the Inventory Shortfall exceeds the amount of the Purchase Price Holdback (such excess being the “Holdback Deficiency”), then (i) Escrow Agent shall release to Buyer the Purchase Price Holdback and (ii) Seller shall immediately pay to Buyer an amount equal to the extent Holdback Deficiency. Seller agrees that Buyer shall have an administrative claim in the computed value exceeds the sum of Three Million Seven Hundred Thousand Dollars ($3,700,000.00), Bankruptcy Case for the amount in excess of said Three Million Seven Hundred Thousand Dollars ($3,700,000.00) the Holdback Deficiency. Any amounts to be paid pursuant to this Section 6.14 shall be paid with interest at the Prime Rate from the Closing Date to the date of payment as aforesaid on such date as may be determined by Buyer, but not later than sixty (60) days after Closing. If the computed value is less than the Closing Inventory Payment, Seller shall pay the difference to Buyer within ten (10) days after the determination thereof, together with interest at the Prime Rate thereon from the Closing Date to the date of payment by wire transfer to Buyer's Bank Accountof immediately available funds within two (2) business days of the finalization of the reconciliation contemplated herein.

Inventory Value. The actual value (a) No later than five (5) days after the date of this Agreement, Seller shall deliver to Purchaser a letter signed by Seller’s independent auditors describing in reasonable detail the procedures undertaken by such auditors in connection with measuring and testing the Inventory. At least five (5) Business Days prior to the Closing, Seller shall close each of the Premises and cease all sales and transfers of Inventory thereat (the date of such closure and cessation, the “Shutdown Date”), provided that Seller may continue, from and after the Shutdown Date, to transfer Excluded Inventory to Seller’s other store locations. As used herein, “Excluded Inventory” shall mean any Inventory in which the name of Seller or any of its subsidiaries or any tradenames under which the Seller or any of its subsidiaries operates is inscribed or otherwise attached thereto. For purposes of Sections 2.2(b) and 2.2(c) hereof, shortly after the Shutdown Date the Inventory will be valued as of the Shutdown Date based upon a physical inventory (the cost of which shall be shared equally by Seller and Purchaser) taken of the Inventory on hand as of the Shutdown Date at each of the Premises by RGIS Inventory Specialists (“RGIS”). Seller will make its personnel available to be paid by Buyer assist RGIS in performing such physical inventory and shall permit representatives of Purchaser to observe such physical inventory. Upon completion thereof, Seller shall be calculated shall, in consultation with Purchaser and paid in accordance with Section 2.2(b) of this Section 2.2. The portion of the Purchase Price to be paid by Buyer at Closing will include an amount equal to the estimated value of the Inventory (the "Estimated Inventory Value")Agreement, but not in excess of Three Million Seven Hundred Thousand Dollars ($3,700,000.00) (the "Closing Inventory Payment"). The Estimated Inventory Value shall be the amount of Inventory shown on the balance sheet of Seller for the most recently ended accounting period prior to Closing, prepared in the ordinary course of business of Seller and certified in writing to Buyer as of Closing by the Chief Financial Officer of Seller. Commencing on the day before the Closing Date, RGIS (or another valuation service acceptable to Buyer and Seller) shall count and compute the value of saleable non-petroleum Inventory as of Closing using the valuation procedure and criteria set forth in EXHIBIT 2.2. Buyer and Seller will share equally the costs of such Inventory valuation and shall each be permitted to have a representative present during such valuation. In addition, commencing on the day before the Closing Date, Buyer and Seller shall jointly determine the actual quantities of saleable petroleum Inventory as of Closing (the "Petroleum Inventory") and shall promptly thereafter compute the value of the Petroleum Inventory using the Petroleum Inventory valuation procedure and criteria set forth in EXHIBIT 2.2. The determination following: (i) inventory of the actual Inventory Business consisting of merchandise in the current assortment; (ii) inventory of the Business consisting of salable merchandise in packaway or other backroom facilities; and (iii) inventory of the Business consisting of discontinued items (the items described in Sections 2.2(a)(i), (ii) and (iii) of this Agreement shall commence hereinafter be referred to as soon as practicable on the day before the Closing Date and continue as rapidly as possible and “Inventory”). Promptly following such determination, Seller shall be completed within three (3) days. If the computed aggregate value of Inventory exceeds the Closing Inventory Payment, Buyer shall pay the difference deliver to Seller within ten (10) days after the determination Purchaser written notice thereof, together with interest thereon from reasonable detail showing the Closing Date calculations therefor. Purchaser shall be entitled to perform sample “price testing” of the date Inventory and shall promptly notify Seller of payment at any initial disagreement with Seller’s determination. In the prime rate event of Chase Manhattan Bank in New York in effect on the last business day prior to Closing ("Prime Rate") by wire transfer to Seller's Bank Account; provided, however, that to the extent that the computed value exceeds the sum of Three Million Seven Hundred Thousand Dollars ($3,700,000.00)such disagreement, the amount in excess of said Three Million Seven Hundred Thousand Dollars ($3,700,000.00) parties shall be paid with interest at the Prime Rate from the Closing Date endeavor to the date of payment as aforesaid on such date as may be determined by Buyer, but not later than sixty (60) days after Closing. If the computed value is less than the Closing Inventory Payment, Seller shall pay the difference to Buyer within ten (10) days after the determination thereof, together with interest at the Prime Rate thereon from the Closing Date to the date of payment by wire transfer to Buyer's Bank Accountresolve their differences promptly.