Common use of Physical Inventory Clause in Contracts

Physical Inventory. Between 10 and 15 days preceding the Closing Date, Sellers shall perform a physical inventory of each material warehouse or other facility holding a material quantity of Inventory used in the Healthcare Businesses in a manner consistent with its past practice to verify the levels and amounts of the Inventory. Sellers shall give Buyer not less than 10 days’ prior written notice before conducting each such physical inventory. Sellers shall permit Buyer’s Representatives to observe such physical inventory and will be permitted to make test counts of Inventory and receive copies of the records related to such physical inventory. In connection with such physical inventory, Sellers and Buyer shall jointly determine if any items of Inventory are unusable or obsolete, which unusable or obsolete items of Inventory shall be excluded from the calculation of the value of the Inventory calculated pursuant to this Section 1.10. Before the Closing Date, Sellers shall remove items of Inventory that, based upon such physical inventory, have been determined by the parties to be unusable or obsolete. The value of the Inventory shall be determined by applying the lower of market or cost to each item of Inventory as of the date of such physical inventory and Sellers shall prepare a schedule thereof, which shall be used in calculating Closing Net Working Capital; provided, that the value of the Inventory (for purposes of calculating Closing Net Working Capital) shall be increased or decreased, as appropriate, to reflect the value of any additions to, or the value of deletions from (as determined by the physical inventory), the Inventory between the date(s) of such physical inventory and the Effective Time.

Physical Inventory. Between 10 and 15 days Within the ten (10) day period preceding the Closing Date, Sellers shall will perform a physical inventory of each material warehouse or other facility holding a material quantity of Inventory used in the Healthcare Businesses in a manner consistent with its past practice to verify the levels and amounts of the Inventory. Sellers shall will give Buyer not less than 10 ten (10) days’ prior written notice before conducting each of such physical inventory. Sellers shall permit Buyer’s Representatives of Buyer will be permitted to observe such physical inventory and will be permitted to make test counts of Inventory and receive copies of the records related to such physical inventory. In connection with such physical inventory, Sellers and Buyer shall jointly determine if any items of Inventory are unusable or obsolete, which unusable or obsolete items of Inventory shall be excluded from the calculation of the value of the Inventory calculated pursuant to this Section 1.102.12. Before Prior to the Closing Date, Sellers shall remove items of Inventory from the Facilities that, based upon such physical inventory, have been determined by the parties Parties to be unusable or obsolete. The value of the Inventory shall be determined by applying the lower of market or cost to each item of Inventory as of the date of such physical inventory and Sellers shall prepare a schedule thereof, which shall be used in calculating Closing Net Working Capital; provided, however, that the value of the Inventory (for purposes of calculating Closing Net Working Capital) shall be increased or decreased, as appropriate, to reflect the value of any additions to, or the value of deletions from (as determined by the physical inventory), the Inventory between the date(s) of such physical inventory and the Effective Time.

Physical Inventory. Between 10 and 15 days Within the ten (10)-day period preceding the Closing Date, Sellers shall will perform a physical inventory of each material warehouse or other facility holding a material quantity of Inventory used in the Healthcare Businesses in a manner consistent with its past practice to verify the levels and amounts of the Inventory. Sellers shall Seller Representative will give Buyer not less than 10 ten (10) days’ prior written notice before conducting each of such physical inventory. Sellers shall permit Buyer’s Representatives of Buyer will be permitted to observe such physical inventory and will be permitted to make test counts of Inventory and receive copies of the records related to such physical inventory. In connection with such physical inventory, Sellers Seller Representative and Buyer shall jointly determine if any items of Inventory are unusable or obsolete, which unusable or obsolete items of Inventory shall be excluded from the calculation of the value of the Inventory calculated pursuant to this Section 1.102.12. Before Prior to the Closing Date, Sellers shall remove items of Inventory from the Hospitals and the other Facilities that, based upon such physical inventory, have been determined by the parties Parties to be unusable or obsolete. The value of the Inventory shall be determined by applying the lower of market or cost to each item of Inventory as of the date of such physical inventory and Sellers shall prepare a schedule thereof, which shall be used in calculating Closing Net Working Capital; provided, that the value of the Inventory (for purposes of calculating Closing Net Working Capital) shall be increased or decreased, as appropriate, to reflect the value of any additions to, or the value of deletions from (as determined by the physical inventory), the Inventory between the date(s) of such physical inventory and the Effective Time.

Physical Inventory. Between 10 and 15 days Within the five (5)-day period preceding the Closing Date, Sellers shall will perform and complete a physical inventory of each material warehouse or other facility holding a material quantity of Inventory used in the Healthcare Businesses in a manner consistent with its past practice to verify the levels and amounts of the Inventory. Sellers shall Seller Representative will give Buyer not less than 10 ten (10) days’ prior written notice before conducting each of such physical inventory. Sellers shall permit Buyer’s Representatives of Buyer will be permitted to observe such physical inventory and will be permitted to make test counts of Inventory and receive copies of the records related to such physical inventory. In connection with such physical inventory, Sellers Seller Representative and Buyer shall jointly determine if any items of Inventory are unusable or obsolete, which unusable or obsolete items of Inventory shall be excluded from the calculation of the value of the Inventory calculated pursuant to this Section 1.102.11. Before Prior to the Closing Date, Sellers shall remove items of Inventory from the Hospitals and the other Facilities that, based upon such physical inventory, have been determined by the parties Parties to be unusable or obsolete. The value of the Inventory shall be determined by applying the lower of market or cost to each item of Inventory as of the date of such physical inventory and Sellers shall prepare a schedule thereof, which shall be used in calculating Closing Net Working Capital; provided, that the value of the Inventory (for purposes of calculating Closing Net Working Capital) shall be increased or decreased, as appropriate, to reflect the value of any additions to, or the value of deletions from (as determined by the physical inventory), the Inventory between the date(s) of such physical inventory and the Effective Time.