Final Inventory Payment Clause Samples

Final Inventory Payment. (i) If requested by ▇▇▇▇▇, as promptly as practicable after the Closing, Seller shall ship all of the Purchased Inventory to Buyer’s designated location, pursuant to shipping instructions provided by Buyer and at Buyer’s cost and expense. (ii) No later than thirty (30) calendar days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Final Inventory Statement”) setting forth the aggregate value (based on the Designated Inventory Value) of the items of Purchased Inventory that are Good and Saleable that were actually delivered to Buyer (the “Actual Inventory Value”) and calculating any adjustments required to be made to the Estimated Inventory Value based thereupon, determined solely by Buyer reasonably and in good faith. Upon receipt of the Final Inventory Statement, Seller will be given access upon reasonable notice to Buyer’s (and/or the applicable designee’s) relevant books, records and workpapers related to the Actual Inventory and the Final Inventory Statement (subject to customary confidentiality, hold harmless or release agreements related to such access) during Buyer’s business hours for the limited purpose of verifying the Final Inventory Statement. (iii) The Final Inventory Statement shall be conclusive and binding upon the parties thirty (30) days following ▇▇▇▇▇’s delivery thereof unless Seller gives written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If a timely Notice of Disagreement is received by ▇▇▇▇▇, then the Final Inventory Statement shall become final and binding upon the parties on the earliest of (x) the date the parties hereto resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved as detailed herein. During the thirty (30) days following delivery of a Notice of Disagreement, the parties shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. Upon Seller’s reasonable notice to Buyer and during normal business hours, Seller or its Representatives may audit, at Seller’s expense, and Buyer shall provide Seller and its Representatives full access to, such books, records and accounts as required to verify the calculations of Buyer....