Physical Count of Inventory. Seller shall provide all reasonable cooperation necessary to permit Buyer and its auditor to conduct a reasonable physical count of the inventory of the Company, wherever located, on the Closing Date or the first day or Business Day prior to the Closing Date, or such other time reasonably acceptable to Buyer.
Physical Count of Inventory. The parties understand and acknowledge that a portion of the Purchase Price is based on a physical count of the Inventory conducted by Xxxxxxxx as of the close of business on the business day immediately preceding the Closing Date and that Purchaser and Purchaser's representatives were permitted to observe such physical count. The parties further understand and acknowledge that such physical count was the basis for determining the book value, net of reserves, of the Inventory, which amount is included in the Purchase Price and was determined consistent with Campbell's policies and practices with respect to valuing and counting inventory. Notwithstanding the foregoing, each party hereto waives any and all claims, causes of action or objections relating to or based upon such physical count and/or (except for the adjustments provided in Section 3.1(d) above) the determination of such book value or the portion of the Purchase Price related thereto and hereby forever releases the other parties hereto, and their respective shareholders, officers, directors and Affiliates from any such claim, cause of action or objection.
Physical Count of Inventory. On or before September 30, 2004, or such other date as the Collateral Agent may agree, the Borrowers shall deliver to each of the Agents and the Lenders the report prepared by the third party observing the physical count of the Borrowers' inventory conducted by the Borrowers as required by Section 5.1(o).
Physical Count of Inventory. No more than three days prior to the Closing Date, Sellers, at their sole cost and expense, shall conduct (and Purchasers shall be entitled to monitor) a physical count as of such date of the usable Inventory that are not damaged, are currently dated, not obsolete, and are of a quality and quantity that may be used in the ordinary course of the business on hand at or used in connection with the operation of BHHS and the Baptist Facilities, and shall prepare a schedule indicating the value of the Inventory (determined by the lower of the cost or market value on a first-in-first-out basis for each item). Sellers shall give Purchasers at least five business days' prior written notice of the date that the Inventory is to be counted and shall permit Purchaser to monitor the count. The Parties acknowledge that the physical count to be taken pursuant to this Section 4.2.2 will not be conducted until just prior to the Closing Date and, therefore, the results of such physical count will not be available until some time after the Closing Date. Accordingly, the Parties agree that for purposes of the Closing the Net Working Capital shall include the value of the Inventory as reflected by the Interim Closing Balance Sheets. For purposes of the Closing Balance Sheets, the portion of Net Working Capital attributable to the Inventory shall be the value of the Inventory as determined pursuant to the physical count referred to in this Section 4.2.2.
Physical Count of Inventory. To assist with the determination of the net book value described in Section 3.1 above, a physical count of SPP’s Inventory shall be conducted by SPP on April 29, 2007, in the ordinary course of its business; provided, however, that both Purchaser and Seller (and their respective representatives or agents) shall be allowed, at their respective sole cost and expense, to inspect such physical count. SPP shall make its most currently available price list/file available to Purchaser in advance of a physical count of the Inventory so Purchaser can use the same to verify the net book value calculation.
