Inventory Reconciliation Sample Clauses

Inventory Reconciliation. The Group Companies shall conduct, with the assistance of the employees of JAMC, a physical inventory on July 25, 2013 and July 26, 2013, or such other days and times as mutually agreed by the Company and the Buyer, of the raw materials, work-in-process and finished goods located in the manufacturing facility operated by JAMC, any related distribution center, and any other location where inventory is located or stored, and the Company shall permit the Buyer and its designated auditor (provided that such auditor shall not be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or any Neutral Accounting Firm appointed pursuant to this Agreement) to observe such physical inventory. The Group Companies will roll-forward the quantities of physical inventory of the raw materials, work-in-process and finished goods from the dates of the physical inventory to the Closing Date and will provide such roll-forward and all underlying documentation necessary to ascertain the accuracy of the quantities of such raw materials, work-in-process and finished goods as of the Closing Date as stated in the books and records of the Group Companies, to the Buyer promptly following the Closing Date (and any in event within ten (10) Business Days after the Closing Date).

Inventory Reconciliation. 10.2.1 Supplier shall maintain accurate inventory records of Consigned Inventory, Consigned Repairs Components, Direct Fulfillment Inventory, and Component Inventory using Sycamore’s part numbers.

Inventory Reconciliation. Within three (3) days immediately prior to the Closing Date, the Parties shall mutually conduct a physical count and reconciliation using the “METRC” platform of the Inventory to be purchased by Buyer under this Agreement.

Inventory Reconciliation. The Parties shall have conducted and finalized the Inventory physical count and reconciliation described in Section 6.8.

Inventory Reconciliation. (a) Following the Closing and until the Reconciliation Date, the Company may use all or any part of the Inventory in the course of its business to the extent and in the manner determined by the Company. The Company may also choose to retain additional unused Inventory following the Reconciliation Date, provided that, if the sum of the amounts set forth in items (i) through (v) of the Reconciliation Statement less any such amounts already deducted in calculating the Purchase Price as reflected in the Final Purchase Price Calculation Schedule (the “Final Liability Amount”) exceeds the total value of the Inventory used by the Company as set forth in item (vi) of the Reconciliation Statement, then the Company shall retain an amount of Inventory following the Reconciliation Date (with the individual items of Inventory selected at its sole and absolute discretion) such that the total value of the Inventory used or to be retained by the Company as set forth in items (vi) and (vii) of the Reconciliation Statement (the “Final Inventory Value”) is at least equal to the Final Liability Amount (except in the case where there is insufficient Inventory to do so, in which case the Company shall retain all of the Inventory). (b) On or before the fifteenth (15th) Business Day following the Reconciliation Date, Buyer shall deliver to Seller a statement (the “Reconciliation Statement”) setting forth, as at the Reconciliation Date: (i) the liability or estimated liability, as applicable, of the Company for the Company Employee Claims outstanding as of the Effective Date or initiated thereafter in respect of termination or any other event occurring prior to the Closing Date; (ii) the amount of any write-down of assets reflected in the Effective Date Financial Statements after the Closing because the value of such assets reflected in the Effective Date Financial Statements does not accurately reflect the actual value of such assets as of the Effective Date, including as a result of any accounts being uncollectable; (iii) the amount of any liabilities of the Company relating to intercompany transactions between the Company and Seller or one of its Affiliates, financing transactions of the Company, Seller and its Affiliates or other business activities of Seller and its Affiliates (other than the Company) identified by Buyer after Closing but not disclosed in the schedules to this Agreement; (iv) the amount of any liabilities of the Company incurred in breach of any representatio...

Inventory Reconciliation. DSC shall notify SOLO of the net annual inventory shortage or overage, as the case may be, and DSC shall reimburse SOLO for any net annual inventory shortages; provided, however, that, for the purpose of computing the amount of any reimbursement due to SOLO for the previous year, the amount of any net annual inventory shortage for such year shall be reduced by the amount of the cumulative net inventory overages from prior years, but only to the extent such overages were not previously credited against a net inventory shortage for a prior year.

Inventory Reconciliation. On the Closing Date, Halex shall transfer to ▇▇▇▇▇▇▇ the Capitol Adhesives Inventory having an estimated aggregate value of $1,425,000 (the “Estimated Capitol Adhesives Inventory Value”). On the Closing Date, ▇▇▇▇▇▇▇ shall transfer to Halex the ▇▇▇▇▇▇▇ Tape Inventory having an estimated aggregate value of $380,000 (the “Estimated ▇▇▇▇▇▇▇ Tape Inventory Value”, and together with the Estimated Capitol Adhesives Inventory Value, an “Estimated Inventory Value”). Each Estimated Inventory Value shall reflect the estimated value of the respective Party’s inventory being transferred as of the Closing Date. The final actual inventory value (the “Actual Inventory Value”) with respect to both the Capitol Adhesives Inventory and the ▇▇▇▇▇▇▇ Tape Inventory shall be finally determined, and a payment or reimbursement of any difference between the respective Actual Inventory Value and the respective Estimated Inventory Value shall be made to Halex or ▇▇▇▇▇▇▇, as the case may be, as follows:

Inventory Reconciliation. Within thirty (30) days after the completion of the Inventory Taking, Merchant, Agent and General Electric Capital Corporation (“GECC”), in its capacity as administrative agent for itself and the other lenders (the “Lenders”) party to the Merchant’s senior secured, super-priority debtor-in-possession credit facility (the “DIP Facility”), shall review, reconcile and verify the final report of the aggregate Cost Value of the Merchandise by the Inventory Taking Service (the “Final Inventory Report”).

Inventory Reconciliation. On a monthly basis, OC and ▇▇▇▇▇▇ shall conduct a reconciliation of the Administered Pharmaceuticals Log and the Administered Pharmaceuticals Inventory, to verify that the amount of any medication identified on the Administered Pharmaceuticals Log for that month is consistent with the amount(s) of that medication on the Administered Pharmaceuticals Inventory for that month (e.g., the inventory contains sufficient single use vials for the number of patients who received such medication). On a quarterly basis during each Reporting Period, OC and ▇▇▇▇▇▇ shall aggregate the results of the monthly inventory reconciliation for the preceding three months and submit such results to the OIG, along with a summary of any issues identified during the monthly inventory reconciliation and any response/corrective action plan to address the identified issues (Quarterly Inventory Reconciliation Report).