Pre-Closing Valuation Sample Clauses

Pre-Closing Valuation. Promptly following the close of business on the date immediately prior to the Closing Date, a representative of the Sellers and a representative of Buyer shall count and record all Inventory, inclusive of the Closing Store Cash, at the Restaurants using an inventory count sheet in a form reasonably acceptable to Sellers and Buyer. Each inventory count sheet shall be executed by a representative of the Sellers and a representative of Buyer. The Inventory valuation shall be calculated, without duplication, in accordance with the Accounting Policies (i.e. physical Inventory quantity shown on the executed Inventory count sheets multiplied by the respective Inventory unit cost determined on a first-in first-out Inventory basis using most recent vendor invoices).