Examples of Physical Count in a sentence
Purchaser and its Affiliates and their respective Representatives shall have the right to monitor the Physical Count as well to have access at such reasonable times and to all such Confirmed Inventory Locations as Purchaser may reasonably request to conduct an inspection of all Inventory and Excluded Inventory located at such Confirmed Inventory Locations.
Based on the Physical Count, the Sellers shall confirm and identify all Inventory and Excluded Inventory at each Confirmed Inventory Location (such Inventory and Excluded Inventory, the “Confirmed Inventory”).
Subject to compliance with applicable Law (including Gaming Laws), Parent shall have the right to designate one or more employees or advisors to observe the Physical Count at any one or more locations at which the Physical Count may be conducted, and Buyer shall arrange for access for such designees.
Parent shall have the right to review and inspect all records regarding and query all personnel involved in the Physical Count for 90 days after the Closing Date and, within such period, to raise any objections regarding the conduct of the Physical Count or identify any discrepancies or errors which Parent may identify in the Physical Count.
At least seven (7) calendar days prior to the Physical Count, the Sellers shall notify Purchaser of the address of each Confirmed Inventory Location and the date(s) and time(s) when the Physical Inventory is scheduled at each such Confirmed Inventory Location and shall provide Purchaser with a schedule setting forth (A) the Inventory and Excluded Inventory located at each Confirmed Inventory Location and (B) all Inventory and Excluded Inventory.
A physical count of the Inventory shall be conducted jointly by Buyer and Sellers immediately prior to the Closing Date (the "Closing Date Physical Count").
Buyer shall conduct the Physical Count in accordance with customary industry practices and applicable Law (including Gaming Laws) within seven days following the Closing Date.
Such Updated Physical Count shall be used to calculate the Final Purchase Price, as set forth in Section 2.4. and the Closing Net Working Capital.
At least two licensed and experienced personnel of Buyer at each facility where the Physical Count is conducted shall certify in writing the amount of Purchased Cash located at such facility which is counted in the Physical Count, and Buxxx xhall deliver such signed written certifications to Parent within five days of the completion of the Physical Count.
Very truly yours, HILCO MERCHANT RESOURCES, LLC -------------------------------- By: Title: 196 FRANK'S NURSERY & CRAFTS EXHIBIT 4.1 Occupany Page 1 197 DRAFT EXHIBIT 5.1 FRANK'S NURSERY & CRAFTS/ HILCO MERCHANT RESOURCES, LLC LIQUIDATION INVENTORY INSTRUCTION SUPPLEMENT Store Manager, Frank's Nursery & Crafts Representative, and Liquidation Representative Guidelines This guide outlines only the critical variations between the normal "Physical Count Instructions" and the Liquidation Agreement.