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 ▇▇▇▇▇▇ (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 Immediately prior to the Inventory shall be determined pursuant to Closing, representatives of Seller and Buyer will jointly conduct a physical inventory of the Stores taken by a team of RGIS or ▇▇▇▇▇▇ (as most recently used Inventory and any determinations jointly made and agreed upon 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 representatives of Buyer and Seller during such physical inventory with respect to the quantity or quality of any items of Inventory shall be present final and binding upon the parties. In addition, Seller shall also cause the warehousemen at the taking Distribution Warehouses to confirm in writing to Buyer the quantities of Inventory located at such Distribution Warehouses as of the Closing (and only such amounts as are confirmed in writing shall be treated as delivered for purposes of Sections 3.9 and 6.2(e)) and cause the warehousemen at the Distribution Warehouses to permit Buyer to inspect the Inventory located at such Distribution Warehouses, if requested by Buyer. In the event of any disagreements among the representatives of Buyer and Seller during such physical inventories inventory with respect to settle all disputes as the quantity or quality of any items of Inventory, the parties shall record the matter of disagreement in writing and segregate the items of Inventory to damagedwhich such disagreement relates from the remaining items of Inventory. To the extent that any such disagreement relates to cores, obsolete, unsalable or other items not to be included Buyer and Seller shall promptly select a mutually acceptable (each acting reasonably) third party engaged 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 business of supplying cores for Products to examine the Closing Date (as hereinafter defined)cores at issue and resolve the disagreement, and sothe determination of such third party shall be conclusive and binding upon the parties. The parties shall each be responsible for payment of one-called "private label" inventory half of any amounts charged by such third party. To the extent that any such disagreement relates to Inventory other than cores and does not materially alter the Purchase Price in the aggregate, Buyer may make the final determination in good faith after consultation with Seller, and to the extent that any other items listed on Exhibit F attached hereto determination with respect to the quality of Inventory is adverse to Seller, Seller shall be entitled to the return of the disputed items of Inventory, whereupon such items shall be deemed 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 reviewpurposes hereunder.

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 ▇▇▇▇▇▇ (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 (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 ▇▇▇▇▇▇ (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 to (a) Within the Inventory shall be determined pursuant to five (5)-day period preceding the Closing Date, Sellers will perform and complete (or procure from a third party, the performance and completion of) a physical inventory count of Inventory in a manner consistent with its past practice to verify the levels and amounts of the Stores taken by a team Inventory. Sellers will give Buyer not less than ten (10) days’ prior written notice of RGIS or ▇▇▇▇▇▇ (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)physical count of Inventory. Representatives of Buyer will be permitted to observe such physical count of Inventory and Seller shall will be present at the taking permitted to make test counts of Inventory and receive copies of the records related to such physical inventories to settle all disputes as to damagedcount of Inventory. In connection with such physical count of Inventory, Sellers and Buyer (each acting reasonably) shall jointly determine if any items of Inventory are unusable or obsolete, unsalable which unusable or other obsolete 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 Inventory shall be excluded from the Inventory schedule and shall be removed by Seller prior to calculation of 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 value of the Inventory calculated pursuant to be purchased by Buyer under this ContractSection 1.12. 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 Prior to the Closing Date, but which does not arrive until after Sellers shall remove items of Inventory from the Closing DateHospitals and the other Facilities that, shall based upon such physical count of Inventory, have been determined by the Parties to be the 3 property of Sellerunusable or obsolete. The sales price for value of the Inventory shall be determined as set forth on in Part 1 of Exhibit F. C and each Seller shall prepare the schedule setting forth such Inventory and the corresponding value thereof and deliver to Buyer and Seller as soon as practicable. (b) The Parties acknowledge that the results of the physical count of Inventory to be taken pursuant to this Section 1.12 may not be available until after the Closing Date. Accordingly, the Parties agree to executethat, effective if the results of such physical count of Inventory are not available as of the Closing Date, a resale certificate(sthen, for purposes of determining the Estimated Working Capital, Inventory shall be calculated as set forth in Part 1 of Exhibit C. (c) for The cost of conducting the physical count of Inventory shall be borne one-half by Sellers and one-half by ▇▇▇▇▇ (it being understood that to the extent the Inventory if required is conducted internally by Sellers or Seller Affiliate personnel, the State cost of Ohio or Michigan, as applicable. As soon as practicable following completion of the taking of conducting the physical inventories count 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 determined by each Seller based upon the allocable cost of all such personnel’s time for conducting the inventory count pursuant to the Inventory Service for final determination, which determination shall be binding upon Seller and Buyer and not subject to further reviewSection 1.12(a)).