Merchandise Inventory Sample Clauses

Merchandise Inventory. Merchandise Inventory (other than cigarettes) will be valued at sixty-seven and one-half percent (67.5%) 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. Schedule 4 to Exhibit A. A list of the Inventory included in the Assets;

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. (a) The purchase price of the Merchandise Inventory (the “Merchandise Inventory Price”) shall be an amount equal to seventy percent (70%) of the retail value of the Merchandise Inventory; provided the amounts charged by Seller must comply with the requirements of Section 5.1. (b) For purposes hereof, the Merchandise Inventory shall be determined based on a physical inventory of each Convenience Store conducted by representatives of Seller and Buyer, adjusted to reflect sales at and deliveries to the Convenience Store between the completion of such inventory and the Transfer Time. The physical inventory shall be taken on dates and at times mutually agreed by the Seller and Buyer prior to the Transfer Time. (c) At Closing, Buyer shall pay Seller an amount equal to ninety-five percent (95%) of the estimated Merchandise Inventory Price (the “Merchandise Inventory Estimated Payment”), calculated based on the Inventory Estimates. Within three (3) Business Days after the Merchandise Inventory is finally determined pursuant to Section 3.2.3(b), Seller shall furnish Buyer with a true and accurate reconciliation and Seller shall furnish Buyer with, or make available to Buyer for inspection and copying, true, accurate and complete copies of the merchandise delivery records, invoices, receipts, tax information, sales records and other supporting documents (the “Merchandise Records”) for the period between the completion of the physical taking of the Merchandise Supplies and the Transfer Time and certify to Buyer, in writing, the retail price of the items comprising the Merchandise Inventory. Within fifteen (15) days following receipt of the Merchandise Records, Buyer shall complete an audit of the Merchandise Inventory Price. Buyer and Seller shall resolve any difference in the Merchandise Inventory Price. To the extent the Merchandise Inventory Price exceeds the Merchandise Inventory Estimated Payment, Buyer shall pay the difference to Seller. In the event the Merchandise Inventory Estimated Payment exceeds the Merchandise Inventory Price, Seller shall refund the difference to Buyer. Any disputes regarding the amount of the Merchandise Inventory Price shall be resolved by Buyer and Seller in accordance Section 13.18, with the prevailing party in any lawsuit brought to resolve such dispute being entitled to recover litigation expense and interest as provided in Section 13.17 and Section 13.19.

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.

Merchandise Inventory. Merchandise Inventory (other than beer, wine, Food Services Items (as hereinafter defined) and cigarettes) will be priced at seventy percent (70%) of Seller’s retail price of each item and Food Service Items and cigarettes will be priced at Seller’s cost. Beer, wine and other alcoholic beverages will be priced at eighty percent (80%) of Seller’s retail price. The term “Food Service Items” shall mean any food or beverage item prepared for human consumption and served for consumption either on or off the Location. The term “Food Service Items” shall exclude any food or beverage wholly packaged off the premises except (a) sandwiches, or (b) beverages in unsealed containers.

Merchandise Inventory. All inventory of goods and merchandise offered for retail sale shall be conveyed for the sum of the retail value less thirty-two (32%) percent at the close of the Seller's last business day for cash, SAVE AND EXCEPT cigarettes, beer and supplies which shall be conveyed at cost. Seller and Purchaser agree the dollar value of inventory at time of conveyance by ▇▇▇▇ of Sale will be the amount actually paid in cash for inventory. Seller to appoint one (1) inventory person to price inventory and Purchaser to appoint one (1) person to price inventory. Any differences to be reconciled by Buyer and Purchaser. The total estimated value of inventory and supplies, excluding gasoline, for each location is as follows: DMM#118 - $25,000.00 DMM#307- $22,000.00 DMM#309 - $24,000.00 DMM#311 - $24,000.00 DMM#314 - $26,000.00 DMM#123 (Closed - No Inventory) Any note to be executed by Buyer hereunder shall be secured by Vendor's Lien and Deed of Trust with power of sale upon said property and with the usual covenants and provisions as to taxes, hazard insurance, acceleration of maturity on account of default and for attorney's fees and such note and Deed of Trust with the Trustee named by the financial institution, are to be upon current forms of the State Bar of Texas or forms meeting the approval of the hereinafter named financial institution. Unless hereinafter otherwise provided, the furnishing of such note and Deed of Trust and the recording thereof, shall be at the expense of Buyer. The closing of this sale transaction shall be on or before June 10, 2002 unless Purchaser or his attorney discovers any objections to title, in which case said sale is to be closed when objections are removed, provided the objections are removed within a reasonable time, which in no event shall be extended beyond June 15, 2002. Time is of the essence of this contract. Upon failure of Buyer to comply herewith, Seller may at his option enforce specific performance, or retain the initial deposit of $25,000.00 in ▇▇▇▇▇▇▇ money as liquidated damages as well as the additional $25,000.00 deposited as ▇▇▇▇▇▇▇ money. If title is found objectionable and is not cleared within the time herein provided, or upon failure of Seller to comply herewith for any other reason, Buyer may demand back the ▇▇▇▇▇▇▇ money, thereby releasing Seller from this contract, or Buyer may either enforce specific performance hereof or seek such other relief as may be provided by law. If Buyer is to secure a loan from a third pa...

Merchandise Inventory. Schedule 4 to Exhibit A. A list of the merchandise inventory. All merchandise inventory is saleable, usable and is maintained at customary levels in the ordinary course of business; (e) Contracts – Schedule 5 to Exhibit A. A list of all Assumed Contracts, including all contracts, non-property leases, non-property rental agreements and commitments entered into exclusively in connection with the Business that individually provide for payment of more than $6,000.00 annually (the “Material Contracts”) (provided, however, that contracts for interment rights, funeral or cemetery merchandise or services are not included). A copy of each Owned Real Property Lease and Leased Real Property Lease. A copy of the agreement of each individual who provides services to the Business in the capacity of an independent contractor; (f) Personnel – Schedule 6 to Exhibit A. A list of the names and current annualized salary or hourly rate of pay for each individual who is employed by Sellers or their Affiliates and who provides services with respect to the operation of the Business (each a “Business Employee”) and with respect to each, his or her job title or position, date of hire and status of employment (full time or part time); (g) Preneed Insurance Policies – Schedule 7 to Exhibit A. Schedule 7 to Exhibit A to this Agreement accurately lists all insurance policies used to fund Preneed Agreements, including policy number, insured and owner names, issue date, current and face amount of insurance, and other data normally included in each Seller’s internal records (and for each carrier providing such insurance benefits, the contact information for the carrier, including contact person, address and phone number); (h) Preneed Trust Funds and Endowment Care Funds – Schedule 8 to Exhibit A. A list of trust funded Preneed Agreements and the Preneed Trust Funds allocated to those Preneed Agreements and the Endowment Care Fund balances held in relation to interment 15 right sales (the “Trust Accounts”). Schedule 8 to Exhibit A to this Agreement accurately lists all trust funded Preneed Agreements of the Business, by location, including contract number, customer name, sale date, contract price and other data normally included in each Seller’s internal records, subject to verification; a list of the investment assets held in the ▇▇▇▇▇▇▇ Business Trust Account and the trust agreements related to those ▇▇▇▇▇▇▇ Business Trust Accounts; (i)