Merchandise Inventory Sample Clauses
Merchandise Inventory. All of the following inventory located on the premises of the Business (the “Merchandise Inventory”):
(a) all saleable prescription pharmaceutical inventory except: (i) inventory that is damaged, has expired or will expire within ninety (90) days following the Time of Transfer; (ii) non-wholesaler re-packed or misbranded pharmaceutical merchandise; (iii) compounding chemicals; and (iv) any other inventory not transferable due to any applicable local, state or federal law; and (b) all over-the-counter inventory reasonably acceptable to the Buyer.
Merchandise Inventory. Merchandise Inventory (other than cigarettes) will be valued at seventy percent (70%) of Company’s retail price of each item, and cigarettes will be valued at Company’s actual cost.
Merchandise Inventory. LE shall maintain an adequate stock of Merchandise in the LE Shops consistent with past practices and such Merchandise shall be substantially the same in terms of category, variety, assortments, sizes, and price points, as has traditionally been sold in the LE Shops prior to the Effective Date. Any failure by LE to adequately stock and deliver Merchandise shall be deemed a material breach of this Agreement. SRC reserves the right to sell other products in the LE Shop space if LE fails to adequately stock Merchandise (LE will not be entitled to any reduction of its obligations or remuneration with respect thereto). LE shall be responsible for Merchandise damages/returns and shipping expenses to and from the LE Shops. In addition, LE shall create and maintain Merchandise style records on the SRC systems. These style records will include price, SKU and bar code information so as to enable SRC to accomplish matching, preparation and data exchange to LE of receipts, transfers and sales history. Subject to Section 8.7, the Parties will continue to use the same data interchange and other information technology systems that were used prior to the Effective Date. The cost of any additions or modifications to data interchange and other information technology systems that are necessary as a result of the spin-off will be LE’s sole responsibility and charged to LE.
Merchandise Inventory. (i) The Purchase Price shall be increased in an amount equal to the Merchandise Inventory Value as calculated in accordance with this Section 2.7.
(ii) The Merchandise Inventory shall be measured as of the Measurement Time in accordance with the measurement procedures and valued in accordance with the valuation formulas all as set forth in Exhibit H. Each Party shall be permitted to have representatives present to observe any measurements taken of Merchandise Inventory.
(iii) At least three (3) Business Days prior to the Closing Date, Seller shall submit in writing to Buyer its good faith estimate of the Merchandise Inventory and the Merchandise Inventory Value as of the Measurement Time (the “Estimated Merchandise Inventory Value”) setting forth the types, quantities and volumes of Merchandise Inventory on a location by location basis along with documentation supporting its good faith calculation of the Estimated Merchandise Inventory Value and shall reasonably respond to questions and comments from Buyer regarding such submission prior to the Closing Date. The Base Amount payable by Buyer on the Closing Date shall be increased by the amount of the Estimated Merchandise Inventory Value.
Merchandise Inventory. Merchandise Inventory at the Locations will be determined based on the inventory quantities shown via the automatic inventory data logged in the PDI management system on the Inventory Date, which quantities will be adjusted based on the most recent monthly inventory audit conducted prior to the Inventory Date.
Merchandise Inventory. All of the following inventory and supplies located on the premises of the Business at the Time of Transfer (the “Merchandise Inventory”):
(a) all saleable prescription pharmaceutical inventory except: (i) inventory that is damaged, has expired or will expire within ninety (90) days following the Time of Transfer (as hereinafter defined); (ii) non-wholesaler re-packed or misbranded pharmaceutical merchandise; (iii) for each Business location, any prescription drug that has had no sales in the year prior to the Time of Transfer that is not accepted by the Buyer in the Buyer’s reasonable discretion; (iv) any other inventory not transferable due to any applicable local, state or federal law (the items in parts (i) through (iv) above are hereinafter referred to as the “Excluded Rx Inventory”); and (v) inventory set aside for Will Call Prescriptions (as hereinafter defined in paragraph 1.4); and (b) all other saleable merchandise.
Merchandise Inventory. Shall include all prescription merchandise and front store merchandise (the “Merchandise Inventory”) set forth in Schedule A (the “Inventory Instructions”). The purchase price for the prescription merchandise shall be determined by the cost factors listed in the Inventory Instructions not to exceed a maximum of $350,000.00. The purchase price for the front store merchandise shall be determined by the cost factors listed in the Inventory Instructions not to exceed a maximum of $80,000.00.
Merchandise Inventory. (i) The Merchandise Inventory shall be valued at the Merchandise Inventory Value. The Company shall conduct a physical inventory of the Merchandise Inventory in accordance with its usual inventory verification and reconciliation procedures on the Closing Date or as of a day as closely preceding the Closing Date as is practical. Representatives of the Parent shall be entitled to observe the physical inventory as conducted at each location inventoried.
(ii) At least three (3) Business Days prior to the Closing Date, the Company shall submit in writing to Parent and the Shareholders’ Representative its reasonable good faith estimate of the Merchandise Inventory and the Merchandise Inventory Value as of the Measurement Time (the “Estimated Merchandise Inventory Value”) setting forth the types, quantities and volumes of Merchandise Inventory on a location-by-location basis along with documentation supporting its reasonable good faith calculation of the Estimated Merchandise Inventory Value and shall reasonably respond to questions and comments from Parent regarding such submission prior to the Closing Date.
Merchandise Inventory. Merchandise Inventory will be priced at 60% of Seller’s retail price of each item of Merchandise Inventory. Cigarette Inventory. Cigarette Inventory will be priced at Seller’s cost of purchase of each item based upon the last applicable invoice received by Seller, net of discounts and allowances but including any taxes and freight, as reflected on any such invoice pertaining to such Cigarette Inventory. Food Service Items and Food Service Inventory. Food Service Items and Food Service Inventory at each Property will be valued at a price per Property equal to 85% of Seller’s cost (including any taxes and freight) for all Food Service Items and Food Service Inventory at such Property as reflected on Seller’s books and records as of the most recent calendar month ended prior to the Closing Date (the “Food Service Items and Inventory Value”). Supplies Inventory. Normal operating level of supplies will be maintained and shall be included in the Purchase Price.