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Physical Inventory Count Sample Clauses

Physical Inventory Count. Each of the Borrowers and Foamex Canada shall perform a physical count of its Inventory no less frequently than once each fiscal month if such Inventory is located at a site at which the Borrowers or Foamex Canada, as the case may be, have not implemented a perpetual Inventory system that is satisfactory to the Administrative Agent in its reasonable discretion.
Physical Inventory Count. Indivior shall have the right to conduct one (1) full, "wall-towall" physical inventory count once each twelve (12) month period ("Inventory Count") during the Term. To schedule the Inventory Count, Indivior shall give Curia reasonable advance notice, but not less than three (3) months' notice. At Indivior's request, Curia shall permit Indivior, and its external auditor(s) ("Inventory Auditor"), to conduct a full physical count of its Inventory (defined below) as close to the year-end as possible, preferably during the year-end shut down at Curia, to minimize inventory movements. The number of visitors during the Inventory Count shall be limited to two (2) Indivior personnel, and one (1) Inventory Auditor, for two (2) days. The Inventory Count shall be conducted in a manner that is consistent with the method historically used by Indivior to conduct a full physical count of its inventory, as conducted during the Indivior' s year-end book closing process. Curia agrees to provide reasonable support to Indivior during the Inventory Count. Indivior agrees to provide Curia with reasonable compensation for their efforts in preparation and execution of the Inventory Count, such compensation to be set forth in an SOW or other written documentation signed by both parties. The cost of such Inventory Count shall be $[***] per day for Calendar Year 2022 and thereafter $[***] shall be the base cost of an Inventory Count, subject to a price increase based on PPI for each subsequent Calendar Year during the Term.
Physical Inventory Count. (a) Prior to or on the Initials Closing Date, Seller shall conduct a physical count of the Existing Continuing Initials Inventory, which physical count may, at Seller's discretion, occur as the Existing Continuing Initials Inventory is loaded on a truck or other transportation vehicle as contemplated by Section 3.6. Buyer and its accountants and other advisors, employees or agent shall be entitled to be present at and shall be entitled to observe such physical count and to inspect (at Buyer's cost) the Existing Continuing Initials Inventory during such physical count. (b) Upon completion of the physical count referred to in Section 3.4(a) Seller shall provide to Buyer a list of the Existing Continuing Initials Inventory along with Seller's estimate of the landed, duty, paid cost of each item of the Existing Continuing Initials Inventory (the "Initials Inventory LDP Cost"). Damaged and defective items of the Existing Continuing Initials Inventory shall be assigned no value subject to compliance with the procedures described in subsection (c) below. (c) Within five (5) business days after delivery of the Existing Continuing Initials Inventory in accordance with Section 3.6, Buyer shall be entitled to notify Seller that items of the Existing Initials Inventory delivered to Buyer were defective or damaged, specifying in reasonable detail such items. In the event Seller shall agree with Buyer as to such items, such items shall not be considered items of Existing Continuing Initials Inventory and the Purchase Price shall be adjusted accordingly. Buyer shall make such items available to Seller at a loading dock or other accessible place at Buyer's warehouse reasonably acceptable to Seller and Seller shall promptly retrieve such items after such notification. Any disputes with regard to any such item shall be resolved by the parties acting in good faith. (d) Within forty-five (45) days after the Initials Closing, Seller shall provide Buyer with Seller's final calculation of the actual Initials Inventory LDP Cost per item (the "Final Valuation") with appropriate adjustments for items of Existing Continuing Initials Inventory disputed in accordance with Section 3.4(c) theretofore resolved by Buyer and Seller. At such time Seller shall also provide Buyer and Buyer's accountants with x xxxx xx Xeller's and, if applicable, Seller's accountants' work papers relating to the determination of such Final Valuation, as well as such support and other existing documentation as...
Physical Inventory Count. Centocor may, by written notice at any time prior to the tenth (10th) Business Day prior to the Termination Time, require that a physical inventory count of Transferred Inventory be conducted. If Centocor provides such notice, such inventory count shall be conducted, at the election of Schering-Plough, by either (i) Schering-Plough or (ii) Centocor or a representative of Centocor. Any such inventory count shall only be required to be conducted in facilities located in the Principal Territories or in any central distribution center of Schering-Plough or its Affiliates, in each case in which Schering-Plough currently stores, manufactures or otherwise supplies or distributes Products for Commercialization in a Relinquished Territory (it being agreed that Schering-Plough shall have no obligation to move any Products or inventory to such sites for this purpose). If Schering-Plough elects to conduct such physical inventory count, Schering-Plough shall afford Centocor or its representatives an opportunity to observe such count. All costs and expenses of any such physical inventory count shall be borne by Centocor.
Physical Inventory CountCompletion of the Physical Inventory Count in a manner as is reasonably satisfactory to Purchaser.
Physical Inventory Count. Immediately prior to the Closing, Seller and Purchaser shall jointly conduct a physical count of the Inventory and the Fixed Assets and prepare a record of the gambling equipment and liquor, wine and beer included in the Purchased Assets to be so transferred to Purchaser. Purchaser shall report the transfer of such gambling equipment and liquor, wine and beer to Purchaser, including a copy of the applicable inventory record, in accordance with applicable Legal Requirements.
Physical Inventory CountThe Borrowers shall have conducted a physical count of their inventory observed by Regis Inventory Specialists.
Physical Inventory Count. 59 7.33 Amendments to Term Loan B Documents................................................59 7.34 [Intentionally Omitted]............................................................59 7.35 Proceeds from Surplus Cash Deposits; Excess Collections, Investments, etc.......
Physical Inventory Count. Immediately prior to the Closing, the Parties shall conduct a physical count of the Inventory and the Tangible Personal Property and prepare a record of the gambling equipment and a detailed inventory of the liquor included in the Assets to be so transferred to Purchaser. Purchaser shall report to the Washington State Gambling Commission the transfer of such gambling equipment to Purchaser pursuant hereto, including a copy of the applicable inventory record, in accordance with Washington Administrative Code Section 230-06-110(6).
Physical Inventory Count. Purchaser and Seller shall conduct a physical count of the Inventory. If for any reason Purchaser and Seller are not available to conduct the physical Inventory count, then such count shall be conducted by such one or more other independent inventory companies as shall be agreed to by Purchaser and Seller. Such counts shall be taken in accordance with the inventory taking instructions of the independent inventory companies as agreed to by Purchaser and Seller. Such physical counts shall be taken with the participation and cooperation of both Purchaser and Seller, and both parties shall make available sufficient numbers of their respective employees for such purpose. The cost of employing such other independent inventory companies shall be borne by Purchaser and Seller equally. Seller covenants and agrees with Purchaser that all Inventory shall be located at Oxx Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx and no Inventory will be moved to any other location during the period commencing one week before the first of the Closing Dates and ending on the last of the Closing Dates. Both Purchaser and Seller agree to make available such number of employees or third parties as may be necessary to conduct such physical count at their own expense.