Common use of Physical Inventory Clause in Contracts

Physical Inventory. The value assigned to the Inventory shall be determined pursuant to a physical inventory of the Stores taken by a team of RGIS or Xxxxxx (as most recently used by the particular Store) inventory takers (the "Inventory Service"), as set forth in Section 6 below (or such other date and time as the parties shall mutually agree upon). Representatives of Buyer and Seller shall be present at the taking of the physical inventories to settle all disputes as to damaged, obsolete, unsalable or other items not to be included in the Inventory. All damaged or unsalable inventory, consigned inventory, inventory with expired "pull dates," prescription drugs carrying an expiration date that is within sixty (60) days after the Closing Date (as hereinafter defined), and so-called "private label" inventory of Seller, and any other items listed on Exhibit F attached hereto shall be excluded from the Inventory schedule and shall be removed by Seller prior to the Closing (as hereinafter defined). Buyer acknowledges and agrees that during the 30-day period preceding the Closing, Seller is permitted to sell-down its inventory not included in the Inventory to be purchased by Buyer under this Contract. Buyer and Seller shall each pay one-half of the costs for the services of the inventory takers. Buyer and Seller agree that all economic operations of the Stores and all deliveries of Inventory to the Stores from and after the Closing Date shall be for the account of Buyer or Buyer's designee, as the case may be, except that which was ordered by Seller, such that any Inventory ordered by Seller prior to the Closing Date, but which does not arrive until after the Closing Date, shall be the 3 property of Seller. The sales price for the Inventory shall be determined as set forth on Exhibit F. Buyer and Seller agree to execute, effective as of the Closing Date, a resale certificate(s) for the Inventory if required by the State of Ohio or Michigan, as applicable. As soon as practicable following completion of the taking of the physical inventories of the Store, the Inventory Service shall prepare and furnish to Seller and Buyer a detailed accounting of the computation of the value of the Inventory for the Stores, taking the results of the physical counts of the Inventory and applying the formulas set forth on Exhibit F. Seller and Buyer shall then have five (5) business days after its receipt of such detailed accounting in which to examine such accounting, during which time Buyer and Seller shall reasonably cooperate to resolve any computational errors or discrepancies. If Seller and Buyer are unable to resolve any such errors or discrepancies on mutually agreeable terms, then the matter shall be submitted to the Inventory Service for final determination, which determination shall be binding upon Seller and Buyer and not subject to further review.

Physical Inventory. The value assigned to the Inventory shall be determined pursuant to Purchaser will conduct a physical inventory of the Stores taken by a team of RGIS or Xxxxxx (Inventories and the Tangible Personal Property as most recently used by the particular Store) inventory takers (the "Inventory Service"), as set forth in Section 6 below (or such other date and time as the parties shall mutually agree upon). Representatives of Buyer and Seller shall be present at the taking of the physical inventories to settle all disputes as to damaged, obsolete, unsalable or other items not to be included in the Inventory. All damaged or unsalable inventory, consigned inventory, inventory with expired "pull dates," prescription drugs carrying an expiration date that is Closing Date within sixty (60) 30 days after the Closing Date (Date. As soon as hereinafter defined), and so-called "private label" inventory of Seller, and any other items listed on Exhibit F attached hereto shall be excluded from the Inventory schedule and shall be removed by Seller prior to the Closing (as hereinafter defined). Buyer acknowledges and agrees that during the 30-day period preceding the Closing, Seller is permitted to sell-down its inventory not included in the Inventory to be purchased by Buyer under this Contract. Buyer and Seller shall each pay one-half of the costs for the services of the inventory takers. Buyer and Seller agree that all economic operations of the Stores and all deliveries of Inventory to the Stores from and after the Closing Date shall be for the account of Buyer or Buyer's designee, as the case may be, except that which was ordered by Seller, such that any Inventory ordered by Seller prior to the Closing Datepracticable, but which does not arrive until in no event more than 30 days after the Closing Date, shall be Purchaser will deliver to Seller a closing statement (the 3 property of Seller"Closing Statement") reflecting the Inventories and Tangible Personal Property as established pursuant to such physical inventory and valued in accordance with GAAP. The sales price for the Inventory shall be determined as set forth on Exhibit F. Buyer and Seller agree to execute, effective as Within 30 days after delivery of the Closing DateStatement, a resale certificate(s) for Seller will either accept the Inventory if required by Closing Statement as final or will submit its written objections, in reasonable detail, to such Closing Statement. After delivery of objections to the State of Ohio or Michigan, as applicable. As soon as practicable following completion of the taking of the physical inventories of the StoreClosing Statement, the Inventory Service shall prepare and furnish parties hereto will attempt in good faith to Seller and Buyer a detailed accounting of the computation of the value of the Inventory for the Storesexpeditiously resolve such objections, taking the results of the physical counts of the Inventory and applying the formulas set forth on Exhibit F. Seller and Buyer shall then have five (5) business days after its receipt of such detailed accounting in which to examine case the Closing Statement, with any such accountingagreed adjustments, during which time Buyer and Seller shall reasonably cooperate to resolve any computational errors or discrepancieswill be deemed final. If Seller and Buyer the parties hereto are unable to resolve any the objections within 30 days after the delivery of the objections, such errors or discrepancies on mutually agreeable terms, then the matter shall objections will be submitted to a mutually acceptable internationally recognized firm of certified public accountants which has not performed any auditing or consulting services for either Purchaser or Seller in the Inventory Service previous 12 months (the "Accountants") for final determinationresolution as promptly as practicable, in which determination case the Closing Statement, with any adjustments determined by such firm of certified public accountants, shall be final and binding upon on the parties. The total value of the Inventories and Tangible Personal Property as set forth in the final Closing Statement is referred to as the "Asset Value." If the Asset Value exceeds [*], Purchaser shall pay such difference to Seller and Buyer and not subject as an adjustment to further reviewthe Unadjusted Purchase Price by increasing the principal amount of the Note. If the Asset Value is less than [*], Seller shall pay such difference to Purchaser as an adjustment to the Unadjusted Purchase Price by reducing the principal amount of the Note and, if the amount of such adjustment exceeds the principal amount of the Note, by promptly making a cash payment to Purchaser in an amount equal to the amount such adjustment exceeds the principal amount of the Note.

Physical Inventory. The value assigned (i) Schedule 4.4(a) sets forth the Total Book Inventory (the “Book Inventory Schedule”). Over the two (2) calendar days prior to the Inventory Closing Date, Seller shall be determined pursuant to (or shall cause its Affiliates or its representatives to) conduct a physical inventory count of all Purchased Inventory (the “Physical Inventory”) located (i) at any location (including the Premises) where the total value of Purchased Inventory exceeds $75,000 and (ii) at all locations (including the Premises) where the total aggregate value of Purchased Inventory at such locations exceeds $250,000, notwithstanding that on an individual location basis, the total value of Purchased Inventory at any such location does not exceed $75,000 (each such location described in clause (i) and clause (ii) above, an “Inventory Location”). At least seven (7) calendar days prior to the Physical Count, Seller shall notify Buyer of the Stores taken by a team address of RGIS each Inventory Location and the date(s) and time(s) when the Physical Inventory is scheduled at each such Inventory Location. Buyer and its Affiliates shall have the right to monitor (or Xxxxxx (to send its representatives to monitor) the Physical Inventory as most recently used by well to have access at such reasonable times and to all such Inventory Locations as Buyer may reasonably request to conduct an inspection of all Purchased Inventory located at such Inventory Locations. Seller shall engage an audit firm that is mutually agreeable to the particular Store) inventory takers (parties to audit the "Inventory Service")Physical Inventory, and each of Seller and Buyer shall pay half of the cost of such auditing firm. Any damaged or obsolete, as set forth in Section 6 below (or such other date and time as the parties shall mutually agree upon). Representatives of Buyer and Seller shall be present at the taking of the physical inventories to settle all disputes as to damagedapplicable, obsolete, unsalable or other items not to Purchased Inventory will be included in the Inventory. All count and identified as damaged or unsalable inventoryobsolete, consigned inventory, inventory with expired "pull dates," prescription drugs carrying an expiration date as applicable. Seller shall identify all Purchased Inventory that is within sixty not of quality useable and saleable in the ordinary course of the Purchased Business (60the “Excluded Inventory”) days after the Closing Date (as hereinafter defined), and so-called "private label" inventory of Seller, and any other items listed on Exhibit F attached hereto such Excluded Inventory shall not be excluded from the Inventory schedule and shall be removed by Seller prior to the Closing (as hereinafter defined). Buyer acknowledges and agrees that during the 30-day period preceding the Closing, Seller is permitted to sell-down its inventory not included in the Physical Inventory. (ii) The Physical Count at all Inventory to Locations shall be purchased completed by Buyer under this Contract8:00 AM (New York City time) on the Closing Date. Buyer and Seller shall each pay one-half Upon the completion of the costs for the services of the inventory takers. Buyer and Physical Count at each Inventory Location, Seller agree that all economic operations of the Stores and all deliveries of Inventory to the Stores from and after the Closing Date shall be for the account of Buyer (or Buyer's designeeits Affiliates or representatives, as the case may be, except that which was ordered by Seller, such that any Inventory ordered by Seller prior to the Closing Date, but which does not arrive until after the Closing Date, shall be the 3 property of Seller. The sales price for the Inventory shall be determined as set forth on Exhibit F. Buyer and Seller agree to execute, effective as of the Closing Date, a resale certificate(s) for the Inventory if required by the State of Ohio or Michigan, as applicable. As soon as practicable following completion of the taking of the physical inventories of the Store, the Inventory Service shall prepare and furnish to Seller and Buyer a detailed accounting of the computation of the value of the Inventory for the Stores, taking report setting forth the results of the physical counts of the Physical Count at such Inventory and applying the formulas set forth on Exhibit F. Seller and Buyer shall then have five (5) business days after its receipt of such detailed accounting in Location, which to examine such accounting, during which time Buyer and Seller shall reasonably cooperate to resolve any computational errors or discrepancies. If Seller and Buyer are unable to resolve any such errors or discrepancies on mutually agreeable terms, then the matter report shall be submitted to approved by the Inventory Service for final determination, which determination audit firm and shall be final, binding upon Seller and conclusive, absent manifest error (each, an “Inventory Report”). A copy of each Inventory Report shall be delivered to Buyer and not subject to further review(or its Affiliates or representatives, as the case may be).

Physical Inventory. The value assigned At times agreeable to the Inventory shall be determined pursuant to a physical inventory of the Stores taken by a team of RGIS or Xxxxxx (as most recently used by the particular Store) inventory takers (the "Inventory Service"), as set forth in Section 6 below (or such other date and time as the parties shall mutually agree upon). Representatives of Buyer and Seller shall be present at the taking of the physical inventories to settle all disputes as to damaged, obsolete, unsalable or other items not to be included in the Inventory. All damaged or unsalable inventory, consigned inventory, inventory with expired "pull dates," prescription drugs carrying an expiration date that is within sixty (60) days after the Closing Date (as hereinafter defined), and so-called "private label" inventory of Seller, and any other items listed on Exhibit F attached hereto shall be excluded from the Inventory schedule and shall be removed by Seller prior to the Closing Date, a physical inventory (as hereinafter definedthe “Physical Inventory”) will be taken of all Merchandise Inventory and supplies located at the Business. A separate Physical Inventory will be conducted at each of the four business locations over four consecutive days with no more than one location inventoried per day. The Physical Inventory will be certified and taken by Progressive Inventory Service (“Progressive”). Buyer acknowledges , provided that if Progressive cannot or will not agree in writing within three (3) business days prior to the date the Physical Inventory is scheduled that Progressive will furnish in writing values for the Merchandise Inventory broken down by section and agrees that during by shelf immediately following completion of the 30-day period preceding Physical Inventory, then the Closing, Seller is permitted to sell-down its Physical Inventory will be conducted by another national inventory not included in service selected mutually by the Inventory to be purchased by Buyer under this Contract. Buyer and Seller shall each the Sellers. The Buyer will pay one-half of the costs for the services cost of the inventory takers. Buyer Physical Inventory and Seller agree that all economic operations the Sellers will pay one-half of the Stores cost of the Physical Inventory. The Physical Inventory will be recorded on duplicate inventory sheets in the presence of the Sellers and all deliveries the Buyer or their representatives, and a copy of Inventory such inventory sheets will be furnished to the Stores from Sellers and after the Closing Date shall be for the account of Buyer or Buyer's designee, as the case may be, except that which was ordered by Seller, such that any Inventory ordered by Seller prior to the Closing Date, but which does not arrive until after the Closing Date, shall be the 3 property of Seller. The sales price for the Inventory shall be determined as set forth on Exhibit F. Buyer and Seller agree to execute, effective as of the Closing Date, a resale certificate(s) for the Inventory if required by the State of Ohio or Michigan, as applicable. As soon as practicable following upon completion of the taking of the physical inventories of the StorePhysical Inventory. All Excluded Pharmacy Purchase Agreement Parkway Drugs Rx Inventory or other merchandise that is not saleable (together, the Inventory Service shall prepare and furnish to Seller and Buyer a detailed accounting of “Excluded Inventory”) will be excluded from the computation of the value of the Inventory for the Stores, taking the results of the physical counts of the Physical Inventory and applying set aside. The Sellers will have the formulas set forth on Exhibit F. Seller and Buyer shall then have right to remove all Excluded Inventory from the Business within five (5) business days after its receipt and to return the Excluded Inventory to Vendors or send it to a reclamation center for processing. Any Excluded Inventory not timely removed from the Business by the Sellers will be deemed abandoned and the Buyer may dispose of the Excluded Inventory as the Buyer deems appropriate and all proceeds from such detailed accounting in which to examine such accounting, during which time Buyer and Seller shall reasonably cooperate to resolve any computational errors or discrepancies. If Seller and Buyer are unable to resolve any such errors or discrepancies on mutually agreeable terms, then the matter shall be submitted disposition will belong to the Buyer. The purchase price for the Merchandise Inventory Service (the “Merchandise Inventory Price”) will be: (a) the actual cost paid by the Sellers for final determinationeach item listed in the Physical Inventory after all discounts and rebates received or to be received by the Sellers are applied; plus (b) the actual cost to the Sellers of all additional Merchandise Inventory received at each Business location after the completion of the Physical Inventory at such location and prior to the Time of Transfer, which determination shall minus (c) the actual cost to the Sellers of all additional Merchandise Inventory sold at each Business location after the completion of the Physical Inventory at such location and prior to the Time of Transfer. The parties anticipate that the amount of the Merchandise Inventory Price will be binding upon Seller and Buyer and not subject to further reviewapproximately $2,500,000.00.

Physical Inventory. The value assigned (a) Commencing on the first day after the Closing Date, Seller and Purchaser shall cause to the Inventory shall be determined pursuant to taken a SKU level physical inventory of the Stores taken by a team of RGIS or Xxxxxx (as most recently used by the particular Store) inventory takers Merchandise (the "“Inventory Service"Taking”), as set forth in Section 6 below (or such other date and time as the parties shall mutually agree upon). Representatives of Buyer and Seller which Inventory Taking shall be present at the taking of the physical inventories to settle all disputes as to damaged, obsolete, unsalable or other items not to be included in the Inventory. All damaged or unsalable inventory, consigned inventory, inventory with expired "pull dates," prescription drugs carrying an expiration date that is within sixty completed no later than thirty (6030) days after the Closing Date (as hereinafter defined)the “Inventory Completion Date”, and so-called "private label" the date of the Inventory Taking at each of the Stores and the Distribution Center being the “Inventory Date” for each such Store and Distribution Center). Seller and Purchaser shall jointly employ a mutually acceptable independent inventory of Sellertaking service (the “Inventory Taking Service”) to conduct the Inventory Taking, or if Seller and any other items listed on Exhibit F attached hereto Purchaser mutually agree, shall jointly conduct the Inventory Taking without utilizing a third party inventory taking service. The Inventory Taking shall be excluded from conducted in accordance with the Inventory schedule procedures and shall instructions to be removed mutually agreed by Seller prior to the Closing (as hereinafter defined)and Purchaser. Buyer acknowledges and agrees that during the 30-day period preceding the Closing, Seller is permitted to sell-down its inventory not included in the Inventory to be purchased by Buyer under this Contract. Buyer Purchaser and Seller shall each pay one-half be responsible for 50% of the costs for the services fees and expenses of the inventory takersInventory Taking Service, if such service is utilized. Buyer In the event that no third party Inventory Taking Service is utilized, then each of Seller and Purchaser shall bear their respective costs and expenses incurred in the Inventory Taking. Seller agree that all economic operations and Purchaser shall each have the right to have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service. During the conduct of the Inventory Taking in each of the Stores and all deliveries of Inventory the Distribution Center, the applicable location shall be closed to the Stores from public and after the Closing Date no sales or other transactions shall be for the account of Buyer or Buyer's designee, as the case may be, except that which was ordered by Seller, such that any Inventory ordered by Seller prior to the Closing Date, but which does not arrive conducted until after the Closing Date, shall be the 3 property of Seller. The sales price for the Inventory shall be determined as set forth on Exhibit F. Buyer and Seller agree to execute, effective as Taking at such location has been completed. (b) Each of the Closing Date, a resale certificate(s) for the Inventory if required by the State of Ohio or Michigan, as applicable. As soon as practicable following completion of the taking of the physical inventories of the Store, the Inventory Service shall prepare and furnish to Seller and Buyer Purchaser shall have a detailed accounting period of the computation of the value ten (10) Business Days to review and raise any objections with respect to reconciliation of the Inventory for Taking following the Stores, taking delivery thereof (the results of the physical counts of the “Inventory and applying the formulas set forth on Exhibit F. Seller and Buyer shall then have five (5) business days after its receipt of such detailed accounting in which to examine such accountingDispute Period”), during which time Buyer each Party may dispute any amounts reflected in the Inventory Taking by giving notice in writing to the other Party specifying each of the disputed items and setting forth in reasonable detail the basis for such dispute. Failure by Seller or Purchaser to dispute amounts or items reflected in the Inventory Taking before the expiration of the Inventory Dispute Period shall reasonably cooperate to resolve any computational errors or discrepanciesbe deemed an acquiescence thereto by such Party. If Seller and Buyer within ten (10) Business Days after delivery of any notice of dispute, the Parties are unable to resolve any all of such errors or discrepancies on mutually agreeable termsdisputed items, then the matter any remaining items in dispute shall be submitted to the Bankruptcy Court. The final audited report of the aggregate Retail Value of the Merchandise by the Inventory Service Taking Service, after verification and reconciliation thereof by Seller and Purchaser, is referred to as the “Final Inventory Report.” (c) For the period from the Closing Date to the Inventory Date for final determinationeach Store and the Distribution Center, which determination Purchaser and Seller shall utilize the “gross rings” method to track sales of Merchandise for purposes of calculating any adjustment to the Purchase Price pursuant to Section 2.6(b) hereof, and the parties shall jointly keep (i) a strict count of gross register receipts less applicable sales taxes (“Gross Rings”), and (ii) cash reports of sales at each Store. Any Merchandise sold through the Stores and tracked using the “Gross Rings” BOS 46,600,661 v6 method shall be binding upon Seller and Buyer and not subject included in Merchandise for purposes of calculating any adjustment to further reviewthe Purchase Price pursuant to Section 2.6(b).

Physical Inventory. The value assigned to For purposes of calculating the Net Working Capital, the identification and valuation of the Inventory purchased by Buyer hereunder and the inventory of Seller JV shall be determined pursuant to based upon a physical inventory of the Stores taken jointly conducted by a team of RGIS or Xxxxxx (as most recently used by the particular Store) inventory takers (the "Inventory Service"), as set forth in Section 6 below (or such other date and time as the parties shall mutually agree upon). Representatives of Buyer and Seller shall be present at on or before the taking Closing Date; provided, however, that the value of the physical inventories Inventory set forth on the books of the Business as of the Closing Date and the inventory of Seller JV shall only be adjusted for (a) any quantity discrepancies and (b) any adjustments necessary to settle all disputes as conform the value of Inventory to damagedthe Divisional Accounting Policies. If in connection with determining the Net Working Capital, obsoleteBuyer determines in good faith that the inventory value of any inventory should be adjusted downward to conform to the Divisional Accounting Policies, unsalable or other items then Seller shall have the option to exclude the affected Inventory not yet sold by Buyer from the Assets by written notice to Seller prior to calculation of the Net Working Capital, and promptly following such notice, such Inventory will be transferred back to Seller and shall not be included in the Net Working Capital included on the Final Working Capital Schedule and thereafter not included in the definition of "Inventory" hereunder (any inventory so excluded being referred to as "Excluded Inventory"). All damaged or unsalable inventoryAt Seller's request, consigned inventory, inventory with expired "pull dates," prescription drugs carrying an expiration date that is within sixty (60) Buyer shall use commercially reasonable efforts to sell any Excluded Inventory in the ordinary course of business for up to 120 days after the Closing Date (as hereinafter defined)and shall pay over to Seller the net proceeds of any such sale actually collected by Buyer, less customer discounts and freight charges or any other amounts paid or payable by Buyer with respect thereto, and soas to any unsold Excluded Inventory, Buyer shall make Excluded Inventory available to Seller, at Seller's expense, at the expiration of the 120-called "private label" inventory day period; provided, however, that Buyer shall have no liability to Seller if such Excluded Inventory is not sold or is sold at a discount with the prior written consent of Seller, and any other items listed on Exhibit F attached hereto shall be excluded from the Inventory schedule and shall be removed by Seller prior to the Closing (as hereinafter defined). Buyer acknowledges and agrees that during the 30-day period preceding the Closing, Seller is permitted to sell-down its inventory not included in the Inventory to be purchased by Buyer under this Contract. Buyer and Seller shall each pay one-half of the costs for the services of the inventory takers. Buyer and Seller agree that all economic operations of the Stores and all deliveries of Inventory to the Stores from and after the Closing Date shall be for the account of Buyer or Buyer's designee, as the case may be, except that which was ordered by Seller, such that any Inventory ordered by Seller prior to the Closing Date, but which does not arrive until after the Closing Date, shall be the 3 property of Seller. The sales price for the Inventory shall be determined as set forth on Exhibit F. Buyer and Seller agree to execute, effective as of the Closing Date, a resale certificate(s) for the Inventory if required by the State of Ohio or Michigan, as applicable. As soon as practicable following completion of the taking of the physical inventories of the Store, the Inventory Service shall prepare and furnish to Seller and Buyer a detailed accounting of the computation of the value of the Inventory for the Stores, taking the results of the physical counts of the Inventory and applying the formulas set forth on Exhibit F. Seller and Buyer shall then have five (5) business days after its receipt of such detailed accounting in which to examine such accounting, during which time Buyer and Seller shall reasonably cooperate to resolve any computational errors or discrepancies. If Seller and Buyer are unable to resolve any such errors or discrepancies on mutually agreeable terms, then the matter shall be submitted to the Inventory Service for final determination, which determination shall be binding upon Seller and Buyer and not subject to further review.

Physical Inventory. The value assigned Unless otherwise noted, all references in this SECTION 2.5 to "aggregate dollar amount" mean the Inventory shall be determined pursuant to aggregate dollar amount based upon 100% of the Warehouse Distributor Cost. Employees or representatives of Seller and Purchaser will jointly conduct a physical inventory of count of, or other testing procedures for, the Stores taken by a team of RGIS inventory at Purchased Locations, or Xxxxxx (as most recently used by the particular Store) inventory takers (the "Inventory Service"), as set forth in Section 6 below (or such other date and time as the parties shall mutually agree upon). Representatives of Buyer and Seller shall be present that Seller's inventory at the taking of the a Purchased Location is accurate, in accordance with physical inventories to settle all disputes as to damaged, obsolete, unsalable or other items not to be included inventory procedures generally used in the Inventory. All damaged or unsalable inventoryindustry, consigned inventory, which physical inventory with expired "pull dates," prescription drugs carrying an expiration date that is within sixty (60) days after shall take place during the Closing Date (as hereinafter defined), and so-called "private label" inventory of Seller, and any other items listed on Exhibit F attached hereto shall be excluded from the Inventory schedule and shall be removed by Seller period prior to the Closing Date mutually agreed to by Purchaser and Seller (as hereinafter definedthe "PHYSICAL INVENTORY PERIOD"). Buyer acknowledges During the Physical Inventory Period, (i) Purchaser shall identify to Seller those items of inventory which Purchaser believes do not meet the criteria of Eligible Inventory, which designation shall be subject to Seller's confirmation, and agrees (ii) Seller, with the assistance of Purchaser, shall prepare a written, itemized list of all inventory at Purchased Locations (the "FINAL INVENTORY SCHEDULE"), which Final Inventory Schedule shall designate items of inventory as Eligible Inventory, Additional Inventory, or Beck Arnley/Hy-Test Inventory and identify items of inventory which axx xot listed on PIMS, and which shall be completed not later than the Effective Date. The Final Inventory Schedule shall be adjusted as of the Effective Date by Seller with the assistance of Purchaser to reflect changes in inventory that occur during the 30-day period preceding commencing immediately after the Closing, Seller is permitted to sell-down its inventory not included in end of the Physical Inventory to be purchased by Buyer under this ContractPeriod and ending on the Effective Date. Buyer Purchaser and Seller shall each pay oneshare equally all actual out-half of the costs for the services of the inventory takers. Buyer and Seller agree that all economic operations of the Stores and all deliveries of Inventory to the Stores from and after the Closing Date shall be for the account of Buyer or Buyer's designee, as the case may be, except that which was ordered by Seller, such that any Inventory ordered by Seller prior to the Closing Date, but which does not arrive until after the Closing Date, shall be the 3 property of Seller. The sales price for the Inventory shall be determined as set forth on Exhibit F. Buyer and Seller agree to execute, effective as of the Closing Date, a resale certificate(s) for the Inventory if required by the State of Ohio or Michigan, as applicable. As soon as practicable following completion of the taking of of-pocket expenses associated with the physical inventories taken and the preparation of the Store, the Inventory Service shall prepare and furnish schedules pursuant to Seller and Buyer a detailed accounting of the computation of the value of the Inventory for the Stores, taking the results of the physical counts of the Inventory and applying the formulas set forth on Exhibit F. Seller and Buyer shall then have five (5) business days after its receipt of such detailed accounting in which to examine such accounting, during which time Buyer and Seller shall reasonably cooperate to resolve any computational errors or discrepancies. If Seller and Buyer are unable to resolve any such errors or discrepancies on mutually agreeable terms, then the matter shall be submitted to the Inventory Service for final determination, which determination shall be binding upon Seller and Buyer and not subject to further reviewthis SECTION 2.5.