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...
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Related to Post-Closing Physical Inventory Count

  • Physical Inventory The Contractor shall periodically perform, record, and disclose physical inventory results. A final physical inventory shall be performed upon contract completion or termination. The Property Administrator may waive this final inventory requirement, depending on the circumstances (e.g., overall reliability of the Contractor’s system or the property is to be transferred to a follow-on contract).

  • SIGNIFICANT LANDS INVENTORY FINDING Find that this activity is consistent with the use classification designated by the Commission for the land pursuant to Public Resources Code section 6370 et seq.

  • Physical Inventories (a) Cause not less than two physical inventories to be undertaken, at the expense of the Loan Parties, in each Fiscal Year and periodic cycle counts, in each case consistent with past practices, conducted by such inventory takers as are reasonably satisfactory to the Collateral Agent and following such methodology as is consistent with the methodology used in the immediately preceding inventory or as otherwise may be reasonably satisfactory to the Collateral Agent. The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party. The Lead Borrower, within 30 days following the completion of such inventory, shall provide the Collateral Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Loan Party) and shall post such results to the Loan Parties’ stock ledgers and general ledgers, as applicable. (b) Permit the Collateral Agent, in its Permitted Discretion, if any Event of Default exists, to cause additional such inventories to be taken as the Collateral Agent determines (each, at the expense of the Loan Parties).

  • CURRENT INVENTORY OF QUALIFIED PROPERTY In addition to the requirements of Section 10.2 of this Agreement, if there is a material change in the Qualified Property described in EXHIBIT 4, then within 60 days from the date commercial operation begins, the Applicant shall provide to the District, the Comptroller, the Appraisal District or the State Auditor’s Office a specific and detailed description of the tangible personal property, buildings, and/or permanent, nonremovable building components (including any affixed to or incorporated into real property) on the Land to which the value limitation applies including maps or surveys of sufficient detail and description to locate all such described property on the Land.

  • 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.

  • 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, except for Inventory for which adequate reserves have been made.

  • 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 Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory in transit and Inventory sold in the ordinary course of business) at the places therefor specified in Section 3.1.1 or, upon 30 days' prior written notice to Agent, at such other places in a jurisdiction where all representations and warranties set forth in Article III (including Section 3.1.6) shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 shall have been taken with respect to the Equipment and Inventory; (b) with respect to any Equipment or Inventory in the possession or control of any Third Party or any of Grantor's agents, notify such Third Party or agent of Agent's security interest in such Equipment or Inventory and, upon Agent's request following the occurrence and during the continuance of an Event of Default, direct such Third Party or agent to hold all such Equipment or Inventory for Agent's account and subject to Agent's instructions; (c) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer's manual; and forthwith, or in the case of any material loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to Agent a statement respecting any loss or damage to any of the Equipment within ten (10) business days after Grantor obtains knowledge of any such loss or damage; and (d) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with Generally Accepted Accounting Principles have been set aside.

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