Post-Closing Physical Inventory Count Sample Clauses

Post-Closing Physical Inventory Count. As promptly as practicable, but in no event later than fourteen (14) Business Days, following the Closing Date, Buyer and Sellers shall finalize the physical count of the Inventory to determine the quantity of such Inventory and the corresponding value of such Inventory, in the ​ ​ aggregate, in each case as of the Closing (including, for this purpose, the value of all Non-Ventev In-Transit Inventory received by Buyer after the Closing as contemplated by Section 6.14(a)) (the “Final Inventory Value”). The physical count of the Inventory shipped from Sellers to Buyer from and after the date hereof shall be counted and certified at the point of shipment, and Inventory which Sellers continue to hold for Buyer from and after Closing pursuant to Section 6.4 shall be jointly counted by the Parties at Sellers’ warehouse. In all cases the Final Inventory Value will be determined using the “buckets” in the Valuation Model (as defined below). On or before the date that is thirty (30) days following the Closing Date, Buyer or its representatives shall prepare a schedule in the form of Schedule 2.4(a) setting forth Buyer’s determination of the Final Inventory Value (the “Closing Schedule”) and shall deliver the Closing Schedule to Sellers. Inventory shall only be included in the Final Inventory Value on the Closing Schedule if it is saleable as new in the ordinary course of business, undamaged, in the original vendor’s packaging and finished. The Closing Schedule will use the same format and methodology as used in calculating the Estimated Inventory Value pursuant to Section 2.1. Any Inventory which contains Sellers’ custom labeling (which Sellers shall use their commercially reasonable efforts to remove prior to Closing) shall not be deemed to be saleable as new in the ordinary course of business and undamaged and shall not initially be included in the Final Inventory Value but will be listed on the Closing Schedule at zero value (the “Tessco Labeled Inventory”). The Closing Schedule also shall include a list of any Tessco Labeled Inventory. During Sellers’ thirty (30) day review period of the Closing Schedule, as described in Section 2.4(b), Sellers will have the opportunity to remove any custom labeling at their own cost and expense and, upon such removal, the Parties agree that such Inventory would be included in the Final Inventory Value (so long as it is thereafter saleable as new in the ordinary course of business and undamaged), in each case using the applicab...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Post-Closing Physical Inventory Count

  • Physical Inventory Borrower shall conduct a physical count of the Inventory at such intervals as FINOVA requests and promptly supply FINOVA with a copy of such accounts accompanied by a report of the value (calculated at the lower of cost or market value on a first in, first out basis) of the Inventory and such additional information with respect to the Inventory as FINOVA may request from time to time.

  • Physical Inventories (a) The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of the Borrowers so long as such participation does not disrupt the normal inventory schedule or process.

  • 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.

  • Inventory Adjustment (a) No more than three (3) days prior to Closing, a physical count of all saleable inventory, raw materials, castings, grates and other ancillary products included in the Seller Assets (the “Closing Inventory”) shall be carried out at the Designated Plants by representatives of each of the Seller and the Purchaser, which physical count shall be carried out in a manner mutually agreed upon by the parties. For the purposes of this Section 3.1(a), “saleable” inventory shall mean (i) finished goods, which are of first quality and saleable in the ordinary course without discount, and (ii) all raw materials, castings, grates and other ancillary products that are useable in the production of pipe and precast products or otherwise suitable for resale, unless obsolete, damaged or cosmetically impaired. The representatives of each of the Purchaser and the Seller shall attempt, in good faith, to resolve any disputes which may arise during the physical count of the inventory. Upon completion of the physical count of the inventory, the representatives of each of the Seller and the Purchaser shall agree upon and execute a statement setting forth either (i) the final physical count of the inventory in the event that the representatives agree on such final physical count or (ii) the final physical count of the inventory of each of the Seller and the Purchaser in the event that the representatives were unable to resolve in good faith any disputes during the physical inventory count, noting such items of dispute (the “Disputed Seller Inventory Items”) therein. The value of Closing Inventory shall be determined in accordance with the Inventory Methodology. In the event that there are any Disputed Seller Inventory Items, such Disputed Seller Inventory Items shall be resolved following the Closing pursuant to the dispute resolution procedures set forth in Section 3.2 and the final physical count agreed to by the parties or resolved pursuant to Section 3.2 shall be final and binding on the parties, including for purposes of determining the Closing Inventory. (b) No later than 90 days after the Closing Date (or if such day is not a Business Day, the next Business Day), the Purchaser shall deliver to the Seller a certificate executed by the

  • Designated Equipment; Designated Locations The System and the Data Access Services shall be used and accessed solely on and through the Designated Configuration at the offices of the Fund or the Fund Accountants in Xxxxxxxxx, Xxxxxxxx xx Xxxxxx Xxxxx, Xxxxxxxx (“Designated Locations”).

  • Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

  • Merchantable Inventory All Inventory is in all material respects of good and marketable quality, free from all material defects.

  • Inventory To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

  • 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.

  • As to Equipment and Inventory The Grantor hereby agrees that it shall

Time is Money Join Law Insider Premium to draft better contracts faster.