Inventory Procedures Clause Samples

The Inventory Procedures clause outlines the methods and processes for managing, tracking, and verifying inventory within a business or contractual relationship. It typically specifies how inventory counts are conducted, the frequency of audits, and the responsibilities of each party in maintaining accurate records. For example, it may require periodic physical counts or the use of specific inventory management systems. This clause ensures transparency and accuracy in inventory reporting, helping to prevent disputes and losses due to mismanagement or discrepancies.
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Inventory Procedures. Within five days of Closing, the quantities of Inventory to be purchased and sold hereunder shall be determined by an itemized inventory to be taken at such time as Buyer and Seller mutually agree and shall be adjusted to book as of the Closing Date based upon a physical inventory pursuant to which all Inventory will be counted as to quantity and value by personnel of Seller and Buyer using the same procedures normally used by Seller to take inventories of the type of Inventory being counted consistent with the Past Practices (a written copy of such procedures has been provided by Seller to Buyer and is attached as Schedule 1.1(P)); provided, that if Buyer and Seller shall mutually agree, an outside inventory service or services (the “Inventory Service”) mutually selected by Seller and Buyer may be selected to take such inventory. The Inventory Service shall follow GAAP and the Past Practices in taking such inventory. Both Buyer and Seller will have the right to have Representatives present to observe the physical inventories. Any disputes as to the physical count of any item of Inventory will, if possible, be resolved while such physical inventory is being taken. Any unresolved disputes regarding the physical count of any item of Inventory not resolved by the Closing Date will be separately listed and settled as soon as expeditiously practicable thereafter by the parties or by another independent third party mutually acceptable to both parties, or if they are unable to agree then by the Inventory Service. The determination of any third party so engaged shall be final and binding on the parties. The fees and expenses of the Inventory Service shall be borne by Buyer and Seller equally. Any disputes as to the usability, valuation or salability of any item of Inventory will be resolved in connection with the determination of the Closing Net Asset Value, or sooner if the parties can so agree. Any unresolved disputes with respect to the usability, valuation or salability of any item of Inventory will be referred to the Independent Accountant and resolved pursuant to the procedures set forth in Section 2.5(d) as if the amount was the subject of an Objection Notice. The Independent Accountant shall follow GAAP and the Past Practices in determining the usability, valuation or salability of any item of Inventory and the determination of the Independent Accountant on any such matter shall be final and binding on the parties.
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Inventory Procedures. The term "Inventory Procedures" shall mean the Inventory Procedures as set forth in Exhibit A hereto.
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Inventory Procedures. The Inventory Price shall be determined by extending the physical inventory at the valuation methods set forth in Exhibit BB. At the Closing, Purchaser shall pay Sellers the sum of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) on account of petroleum inventory and THREE MILLION DOLLARS ($3,000,000) on account of merchandise Inventory (the sum of such amounts, or $6,500,000, is referred to as the “Estimated Inventory Price”). On the day of the Closing or such other dates as may be mutually agreed by the parties, Purchaser and Sellers shall conduct or cause to be conducted an inventory audit or review (the “Inventory Review”) of all Inventory located on the Sites in accordance with the procedures set forth in Exhibit BB attached hereto. Purchaser and Sellers recognize that to inventory all Sites could take up to three (3) or more days and the procedure is designed to recognize this possibility. Based on the Inventory Review, Purchaser and Sellers shall compute the final Inventory Price. At the Closing, Purchaser shall wire transfer to Sellers the Estimated Inventory Price, with such amount consisting of the estimate for merchandise and the estimate for petroleum products. In the event that, upon completion of the Inventory Review, Purchaser and Sellers cannot agree on the proper Inventory Price, and related adjustment necessary due to the payment by Purchaser of the Estimated Inventory Price, Purchaser shall immediately pay Sellers by wire transfer the lower of the two amounts that Purchaser and Sellers contend to be the proper Inventory Price, after first deducting the Estimated Inventory Price payment previously made and contingent upon the lower of the two amounts being greater than the Estimated Inventory Price. If the lower of the two amounts is less than the Estimated Inventory Price, Sellers shall immediately pay Purchaser such difference in amounts by wire transfer. If Purchaser and Sellers are unable to resolve the dispute regarding the Inventory Price, the same shall be submitted to arbitration in accordance with the provisions of Article 27. Upon resolution of the dispute, whether by negotiation or arbitration, Sellers or Purchaser, as appropriate, shall immediately pay, or retain, as applicable, the appropriate amount as determined by the arbitrator or through negotiation. To the extent that Purchaser and Sellers retain third parties to conduct one or more of the Inventory Reviews, Purchaser shall pay the fees and expenses of such thir...
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Inventory Procedures. Purchaser shall purchase all of Seller's Inventory which is of a type consistent with the Inventory that Seller has maintained in the past and which consists of video game platforms, video games and related products. (Hereinafter, the items of Inventory which satisfy the foregoing requirements are referred to as "Qualifying Inventory".) The purchase price for Qualifying Inventory will be its Average Cost; provided, however, that to the extent there are items of Qualifying Inventory that are obsolete, as described below, or which are damaged used goods, Purchaser shall be entitled to reduce the amount paid for the Inventory by the Average Cost of all such obsolete or damaged items, but such reduction shall not exceed an amount equal to one percent (1%) of the Average Cost of all Qualifying Inventory. For these purposes, an item of Inventory shall be considered obsolete if it is any of the following video game platforms or a video game which runs on any of, or other products specific to, said platforms: (i) Sega CD (ii) Sega 32X (iii) Turbo Graphics (iv) Atari Jaguar (v) ▇▇▇▇▇▇▇▇ CDI (vi) Panasonic 3D0 An Inventory count will be taken by Seller, with the representatives of Purchaser participating if desired by Purchaser, on the day immediately preceding the Closing Date. At both Seller's Stores and Warehouse, such inventory count shall commence immediately upon the closing of the Stores and the Warehouse. For this purpose, in order to insure that the inventory counts can be completed, Stores may be closed early on said date. Purchaser may participate in said inventory counts to whatever extent Purchaser desires. At the present time, Purchaser contemplates conducting inventory sampling at each of the locations to verify the counts taken by Seller. The counts thus taken shall cut off the Inventory for purposes of this Agreement. Therefore, any sales of inventory on the Closing Date shall be for the account of Purchaser, provided that the closing is held hereunder as provided herein. The valuation of Inventory in accordance with the standards set forth above shall be undertaken jointly by Seller and Purchaser at the Stores and Warehouse. Said valuation shall start the day after the Inventory count is taken and shall be completed prior to the Closing Date.
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Inventory Procedures. After the close of business with respect to the Store on May 30, 1998, (i.e., after 9:00 P.M.) or on the Effective Date at 7:00 A.M., whichever time and date are mutually agreed upon by 2Connect and BAC, a physical inventory shall be taken to determine all merchandise located at the Store. 2Connect and BAC shall prepare a mutually agreed upon inventory list showing in detail the quantities and costs of each item of inventory (hereinafter referred to as "the Inventory").
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Inventory Procedures. The Inventory will be measured as of the Effective Time and calculated pursuant to the Inventory Procedures attached hereto as Exhibit 2.2(a) (the “Inventory Procedures”).
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Related to Inventory Procedures

  • Recovery Procedures 38.7.10.1 The nature and severity of any disaster will influence the recovery procedures. One crucial factor in determining how AT&T TENNESSEE will proceed with restoration is whether or not AT&T TENNESSEE’s equipment is incapacitated. Regardless of whose equipment is out of service, AT&T TENNESSEE will move as quickly as possible to aid with service recovery; however, the approach that will be taken may differ depending upon the location of the problem.

  • Mandatory Procedures The parties agree that any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article, and that such procedures constitute legally binding obligations that are an essential provision of this Agreement. If either party fails to observe the procedures of this Article, as may be modified by their written agreement, the other party may bring an action for specific performance of these procedures in any court of competent jurisdiction.

  • Collection Procedures (a) On or before the Closing Date, the Seller and the Purchaser shall have established and shall maintain thereafter the system of collecting and processing Collections of Receivables in accordance with Section 2.02 of the Servicing Agreement. (b) The Seller shall cause all in-store payments to be (i) processed as soon as possible after such payments are received by the Seller but in no event later than the Business Day after such receipt, and (ii) delivered to the Servicer or, if a Daily Payment Event has occurred, deposited in the Collection Account no later than the second Business Day following the date of such receipt. (c) The Seller and the Purchaser shall deliver to the Servicer or, if a Daily Payment Event has occurred, deposit into the Collection Account all Recoveries received by it within two Business Days after the Date of Processing for such Recovery. (d) Any funds held by the Seller representing Collections of Receivables shall, until delivered to the Servicer or deposited in the Collection Account, be held in trust by the Seller on behalf of the Trustee as part of the Trust Estate. (e) The Seller hereby irrevocably waives any right to set off against, or otherwise deduct from, any Collections. (f) The Seller acknowledges that Seller shall not have any right, title or interest in and to any Trust Account.

  • Induction Procedures a) The parties to this Agreement acknowledge that it is in the interests of the industry that all new employees and employers on a building project understand their obligations to this Agreement and are introduced to their jobs in a manner which will help them work safely and efficiently. b) In order to achieve this it is recommended that, in conjunction with the Site Management, Job ▇▇▇▇▇▇▇ and Safety Supervisor/Safety Committee, new employees and new employers be given an explanation of the following: ⮚ The Rights and Obligations of this Agreement including its disputes/grievance resolution procedures; ⮚ The appropriate issue of work clothing and safety equipment as per this Agreement; ⮚ Safety Rules and Procedures including relevant legislation; ⮚ Superannuation entitlements; ⮚ Long Service Leave provisions; ⮚ Redundancy Pay entitlements; ⮚ Site Emergency procedures; ⮚ Award or Enterprise Agreement rates of pay; ⮚ Site-specific matters such as security, etc. procedures; ⮚ Rights, obligations and benefits of union membership. c) The induction presentation and material shall have regard to the language skills of the employee/employer.

  • Billing Procedures The Supporting Party will bill the Protecting Party for actual costs incurred for Assistance by Hire. Reimbursements will be limited to the provisions of the Agreement and the applicable OP, regardless of whether or not it is authorized on the Resource Order or other documentation produced by the incident. Reimbursable costs may include transportation, salary, overtime, per diem and other approved expenses of supporting agency personnel. Rates and conditions of use for the equipment and personnel are documented in the OP. Parties shall submit a bill within 90 days of the incident. Parties must use their own invoice form for billing under this Agreement to avoid any confusion with other services that may have been ordered under other agreements. Invoices must identify Supporting Party’s name, address, and Taxpayer Identification Number (Department only), fire name, order and request number, and bill number and amount. Invoice supporting documentation must include description of services performed, period of services performed, and any applicable cost share agreements. Supporting documentation will itemize details of billing, listing personnel, equipment, travel and per diem, aircraft, supplies and purchases as approved in the attached OP. It will also include itemized deductions for maintenance and repair of equipment. Department invoices will include “Record of Activities” (FSLA-5) and U.S. Forest Service invoices will include transaction register. Invoices for services under this agreement must be sent to: ▇▇▇▇▇ ▇▇▇▇▇▇▇, FFMO ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, FIRE CHIEF ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ All bills will have a payment due date 30 days upon receipt. Contested ▇▇▇▇▇▇▇▇: Written notice that a bill is contested will be mailed to the Party within 30 days of receipt of the invoice and will fully explain the contested items. Contested items should be resolved no later than 60 days following receipt of the written notice. Parties are responsible for facilitating resolution of contested ▇▇▇▇▇▇▇▇. Billing requirements and rates are documented in the attached OP.