Physical Count Procedures and Valuation of Inventory Sample Clauses

Physical Count Procedures and Valuation of Inventory. (a) The Parties will count and value the Inventory and Store Cash in such manner as they shall mutually agree in writing or in accordance with the procedures described in Exhibit A attached hereto. (b) Should any disputes that cannot readily be settled between the Parties arise as to the count or valuation in respect of the Inventory Consideration or the Store Cash amounts, the amount then disputed shall be resolved and agreed by the Parties as quickly as possible thereafter and a refund and additional payment, if applicable, shall be made promptly thereafter. If the Parties cannot so agree, the Parties shall submit their disagreement for resolution to the Independent Auditor for review and resolution all matters (but only such matters) that remain in dispute. The Parties shall instruct the Independent Auditor to make a final determination of the Inventory Consideration and/or Store Cash on the Closing Date in accordance with the guidelines and procedures set forth in this Agreement. The Parties will reasonably cooperate with the Independent Auditor during the term of its engagement. The Parties also shall instruct the Independent Auditor to make its determination based solely on presentations by Xxxxx and Seller that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The amount of the Inventory Consideration and the Store Cash on the Closing Date determined by the Independent Auditor, and the resulting adjustment to the Purchase Price calculated with reference thereto, shall become final and binding on the Parties on the date the Independent Auditor delivers its final resolution in writing to the Parties (which final resolution shall be requested by the Parties to be delivered not more than forty-five (45) days following submission of such disputed matters). The fees and expenses of the Independent Auditor shall be allocated to the Parties as determined (and as set forth in the final determination) by the Independent Auditor based upon the relative success (in terms of percentages) of each Party’s claims. For example, if the final determination reflects a 60/40 compromise of the Parties’ claims, the Independent Auditor would allocate expenses 40% to the Party whose claims were determined to be 60% successful and 60% to the Party whose claims were determined to be 40% successful.
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Physical Count Procedures and Valuation of Inventory. (e) Cash on Hand. The amount of the Cash on Hand shall be included in the value of the Inventory for each Location. (f) Food Service Inventory. Food Service Inventory will be valued at Company’s cost, as determined by Company’s monthly foodservice inventory form, a copy of which will be provided to Purchaser and the Independent Auditor before or at the Physical Inventory.
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Physical Count Procedures and Valuation of Inventory 
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Related to Physical Count Procedures and Valuation of Inventory

  • Location of Inventory Except as set forth in Schedule 4.25, the Inventory of Borrowers and their Subsidiaries is not stored with a bailee, warehouseman, or similar party and is located only at, or in-transit between, the locations identified on Schedule 4.25 to this Agreement (as such Schedule may be updated pursuant to Section 5.14).

  • Administration of Inventory Borrower shall keep records of its and its Subsidiaries’ Inventory which records shall be complete and accurate and complete in all material respects. Borrower shall furnish to Agent Inventory reports concurrently with the delivery of each Borrowing Base Certificate described in subsection 8.1.4 or more frequently as requested by Agent, which reports will be in such other format and detail as Agent shall request and shall include a current list of all locations of Borrower’s Inventory. Borrower shall conduct a physical inventory no less frequently than annually and shall provide to Agent a report based on each such physical inventory promptly thereafter, together with such supporting information as Agent shall reasonably request.

  • Location of Inventory and Equipment The Inventory and Equipment are not stored with a bailee, warehouseman, or similar party (without Foothill's prior written consent) and are located only at the locations identified on Schedule 6.12 or otherwise permitted by Section 6.12.

  • Annual Collateral Verification Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(c), Company shall deliver to Collateral Agent a certificate of an Authorized Officer either (i) confirming that there has been no change in such information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.1(o) or (ii) identifying such changes;

  • Waiver of Inventory, Accounting and Appraisal Requirement The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee file any inventory, accounting or appraisal of the Trust with any court, agency or body at any time or in any manner whatsoever.

  • Protection of Investments 1. All investments made by investors of either Contracting Party shall enjoy, in the territory of the other contracting party fair and equitable treatment. 2. Subject to the measures necessary for the maintenance of public order, such investments will enjoy a constant protection and security, excluding any unjustified or discriminatory measure which could adversely affect, in law or in fact, management, maintenance, use, enjoyment or disposal of such investments.

  • Promotion and Protection of Investment (1) Each Contracting Party shall encourage and create favourable conditions for investors of the other Contracting Party to make investments in its territory, and admit such investments in accordance with its laws and policy. (2) Investments and returns of investors of each Contracting Party shall at all times be accorded fair and equitable treatment in the territory of the other Contracting Party.

  • Promotion and Protection of Investments 1. Each Contracting Party shall in accordance with its laws and regulations promote, create favorable conditions for investments by investors of the other Contracting Party and admit such investments. 2. Each Contracting Parly shall at all times accord in its territory to investments of investors of the other Contracting Party fair and equitable treatment and full and constant protection and security. 3. Each Contracting Party shall not impair by unreasonable, arbitrary or discriminatory measures the management, maintenance, use, enjoyment, acquisition or disposal of investments in its territory of investors of the other Contracting Xxxxx.

  • Promotion of Investments 1. Each Contracting Party shall promote investments in its territory by investors of the other Contracting Party and shall accept such investments in accordance with its legislation. 2. In particular, each Contracting Party shall authorize the conclusion and the fulfilment of licence contracts and commercial, administrative or technical assistance agreements, as far as these activities are in connection with such investments.

  • Location of Equipment and Inventory All Equipment and Inventory are (i) located at the locations indicated on Schedule 4 (ii) in transit to such locations or (iii) in transit to a third party purchaser which will become obligated on a Receivable to the Debtor upon receipt. Except for Equipment and Inventory referred to in clauses (ii) and (iii) of the preceding sentence, the Debtor has exclusive possession and control of the Inventory and Equipment.

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