Inventory Verification. Ocean Spray shall provide Northland with a copy of the monthly perpetual inventories of all Northland Products and Concentrate in the care, custody or control of Ocean Spray, its Affiliates or subcontractors during the term of this Agreement as soon as practicable after the end of a month, but not later than the tenth business day of the following month. Northland representatives shall have the right to conduct a physical inventory once per fiscal year as coordinated with Ocean Spray.
Inventory Verification. (a) SECTION 1.10(a) of the Disclosure Letter contains a preliminary list of all of the items comprising the Inventory on hand as of June 30, 2004 (the “Preliminary Inventory”), which list includes the quantities of such items on hand as of such date, as well as the book values of such items.
(b) Promptly following the date hereof, in the presence of representatives of both Seller and Purchaser, the Company shall commence a physical count and reconciliation of the Inventory in accordance with the Company’s normal inventory procedures, as described in the Summary of Inventory Accounting Policies, a copy of which is set forth in SECTION 1.10(b) of the Disclosure Letter, as of November 1, 2004 and shall prepare an updated version of the list contained in SECTION 1.10(a) of the Disclosure Letter reflecting the results of such physical count and reconciliation (the “Final Inventory”). Such physical count and reconciliation shall be completed as expeditiously as possible but in any event within thirty (30) Business Days after the date hereof (or, if necessary, such later time as the parties may mutually agree, but in no event later than seventy-five (75) Business Days after the Closing) (the “Inventory Verification Period”). If, upon completion of such physical count, the parties agree on the Final Inventory, each of them shall execute a certificate in writing certifying as to their agreement regarding the Final Inventory and attach thereto a copy of the list of the Final Inventory so agreed to. Any items of Inventory that cannot be used or returned to a usable state in accordance with the Company’s past practices due to improper or missing documentation related to such items required under applicable Company Permits or Law shall not be included in the determination of the Final Inventory.
(c) If the parties are unable to agree upon the Final Inventory on or before the expiration of the Inventory Verification Period, Seller on the one hand and Purchaser on the other shall each prepare a written statement specifying therein in detail the basis and reason for all disputes between the parties regarding the determination of the Final Inventory and the amounts in dispute. Within five (5) Business Days after the expiration of the Inventory Verification Period, they shall each submit such written statements to the Auditors, who shall act as an arbitrator, for resolution of all disputes set forth in such written statements. The Auditors shall be instructed to use commerc...
Inventory Verification. As circumstances require, Director on a case-by-case basis has discretion to specify any appropriate alternative date to verify the Unit’s check-in or check-out condition. Subject to that discretion, On each of the Effective Date and Move-out Date, University staff will conduct an inspection to verify the condition of the Unit, including any furniture or fixture in the Unit':
Inventory Verification. 9.1. During the term of this Agreement, [customer definition] will make available to Contractor inventory management software and associated data (the “Software”) for tracking the Products. [customer definition] will maintain and support the Software, be responsible for all associated costs and expenses and provide and maintain a file server for Contractor. Contractor will provide and maintain all hardware necessary to utilize the Software. Contractor may not use the Software for the products or supplies of Contractor or any third party. If Contractor desires to utilize the Software to generate reports in addition to those required by [customer definition], Contractor will be responsible for any costs and expenses associated with required programming or other changes.
9.2. Contractor must conduct monthly physical inventory verifications of Products, Packing Supplies, Ingredients and all other materials used in providing Services. Contractor will adjust its books and records in accordance with good and reasonable accounting practices to reflect the actual physical inventory and promptly revise any reports to [customer definition] containing the same. Net gains and losses attributable to the physical verifications will be accumulated by [customer definition] and reconciled monthly.
9.3. Quarterly, [customer definition] will charge back to Contractor any net losses over Contractor’s loss allowance set forth in applicable SOW(s) ("Loss Allowance"). Net quarterly gains will be carried forward and used to offset subsequent losses. Final settlement shall be made for net gains and losses on a calendar year basis.
9.4. [customer definition] reserves the right to audit Contractor’s physical verifications at any reasonable time, after reasonable notice.
Inventory Verification. (a) At or prior to Closing, Sellers shall adjust the list set forth in Schedule 4.18 in the manner described in Section 6.18(c) with respect to the period of time from and after 9:00 a.m. Mississippi time on the December 27, 2010 flow day through 9:00 a.m. Mississippi time of the flow day immediately preceding the testing to be performed at the Facility contemplated by Section 6.18(b), and Sellers shall provide Buyer with an accurate and complete copy of such list.
(b) Schedule 6.18 sets forth an agreed process for the conduct of an inventory verification test of the Facility by Geostock U.S., Inc. (the “Consultant”), which verification test will be conducted on the day that the list described in Section 6.18(a) is delivered by Sellers to Buyer (or such other date as may be mutually agreed upon by Sellers and Buyer).
(c) The list referenced in Section 6.18(b) shall be adjusted, and a copy of such list, as adjusted (with detail for each category of adjustment set forth below), shall be provided by Sellers to Buyer, with respect to the period of time from the effective date of such list through 9:00 a.m. Mississippi time of the flow day of the last test performed at the Facility pursuant to Section 6.18(b) in the following manner (references to (a), (b), (c), (d) and (e) in the following refer to the aforementioned categories set forth in Section 4.18):
(i) purchases and sales of Pad Gas shall be added to or subtracted from (a);
(ii) injections shall be added to (b) and withdrawals shall be deducted from (b);
(iii) fuel charges shall be added to (c) and compressor fuel usage shall be deducted from (c);
(iv) quantities of gas loaned to customers shall be added to (d); and
(v) the net quantity of imbalances resulting from each OBA shall be added to (e) if such quantity is positive and subtracted from (e) if such quantity is negative.
(d) Upon completion of the verification testing described in Section 6.18(b), the Parties shall use the results of such test (and Sellers shall ensure that Buyer receives a copy of the results of such test) to determine (in accordance with procedures and methodology set forth on Schedule 6.18) whether there is a shortage (or overage) of gas in the Facilities. The results of the verification testing conducted by the Consultant in accordance with the terms and provisions of this Section 6.18, shall be binding on the Parties and dispositive for all purposes of this Agreement except in the case of the Consultant’s manifest error in co...
Inventory Verification
