Inventory Taking. The Merchant and the Agent shall use best efforts to cause to be taken a SKU and retail physical inventory of the Merchandise located in the Stores (the “Inventory Taking”), subject to the availability of the Inventory Taking Service (defined below) which Inventory Taking shall be completed in all of the Stores no later than 10 days after the Sale Commencement Date (the “Inventory Completion Date,” the date of the Inventory Taking at each Store being the “Inventory Date” for each such Store). The Merchant and the Agent shall jointly employ a mutually acceptable independent inventory taking service (the “Inventory Taking Service”) to conduct the Inventory Taking. The Inventory Taking shall be conducted in accordance with the procedures and instructions attached hereto as Exhibit 5.4 (the “Inventory Taking Instructions”). The Merchant and the Agent may each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the Inventory Taking Service, provided that senior representatives of the Merchant and the Agent shall be personally present at the Inventory Taking at the first five Stores in order to establish the standards for the Inventory Taking in the remaining Stores. The Agent shall be responsible for 50% of the fees and expenses of the Inventory Taking Service as an Expense hereunder and the Merchant shall be responsible for the remaining fees and expenses of such Inventory Taking Service. Except as provided in the preceding sentence, the Merchant and the Agent shall each bear their respective costs and expenses relative to the Inventory Taking. The Inventory Taking shall, in any event, be reconciled within seven (7) days after its completion (and the Agent and the Merchant shall use their reasonable best efforts to accomplish such reconciliation within such seven-day period). The Merchant and the Agent agree that during the conduct of the Inventory Taking in each of the Stores, the applicable Stores shall be closed to the public and no sales or other transactions shall be conducted. The Merchant and the Agent agree to cooperate with each other to conduct the Inventory Taking commencing at a time that would minimize the number of hours that such locations would be closed for business.
Inventory Taking. Merchant and Agent shall cause to be taken a Retail Price physical inventory and SKU inventory of the Merchandise (the "Inventory Taking") commencing at the close of business at each of the Stores on a date mutually agreed upon by Agent and Merchant, but in no event later than two (2) days after entry of the Approval Order (the date of the Inventory Taking at each Store being the "Inventory Date" for such Store). Merchant and Agent shall jointly employ Washington Inventory Service and/or another mutually acceptable inventory taking service to conduct the Inventory Taking. Agent shall be responsible for 50% of the costs and fees of the inventory taking service as an Expense hereunder, and the balance of such costs and fees shall be paid by Merchant. Except as provided in the immediately preceding sentence, Merchant and Agent shall bear their respective costs and expenses relative to the Inventory Taking. Merchant and Agent shall each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the inventory taking service. Merchant agrees that during the conduct of the Inventory Taking at each Store such Store shall be closed to the public and no sales or other transactions shall be conducted. The procedures to be used in the conduct of the Inventory Taking and its verifications are set forth on Exhibit 5.1 to be mutually agreed upon and attached hereto. In order to facilitate the Inventory Taking, Merchant agrees to make its SKU data files, including retail, UPC to SKU cross-reference, and merchandising rollup data, and related computer hardware and software available to Agent and the inventory taking service commencing prior to the Inventory Date.
Inventory Taking. (a) On the day immediately preceding the Applicable Closing Date, a "wall-to-wall" physical inventory of the Inventory to be purchased on such date will be conducted at the Warehouse Facilities and, if applicable, at the Cheswick Facility, by Seller and by Buyer jointly at their respective cost and expense. Such inventory will be valued at 63.3% of actual cost of Inventory, as reflected in Seller's books and records (as previously reviewed by Buyer). Procedures for the taking and calculation of the Inventory are set forth in Exhibit "D" attached hereto and made a part hereof. The parties shall agree upon and sign the report of the Inventory ("Inventory Report") following the completion of the physical inventory and the resolution of any disputes. In order to facilitate the taking of the "wall-to-wall" physical inventory: (i) all operations of Seller at the facility at which the Inventory to be purchased is located shall cease during the taking of such physical inventory; and (ii) no such Inventory shall be shipped and no goods or materials shall be received during the taking of such physical inventory. Representatives of Buyer and Seller shall be entitled to participate at their respective cost and expense in the observation of the physical inventory.
Inventory Taking. (a) Subject to the provisions of this paragraph, the parties have agreed to use the current book value of inventory as of the Sale Commencement Date, to determine the aggregate Cost Value of the Merchandise located in the Stores on the Sale Commencement Date in accordance with this Agreement. In order to test the validity of the aggregate Cost Value of the Merchandise as reflected on Merchant’s current books and records, on or within five (5) days after the Sale Commencement Date (the “Inventory Completion Date”), Merchant and Agent shall cause to be taken an SKU physical inventory (the “Inventory Taking”) of the Merchandise located in fifty percent (50%) of the Stores (and 50% of the Additional Stores, to the extent Merchant exercises the Additional Stores Inclusion Option, each with a representative sampling of stores located in each district (each a “Test Store” and collectively, the “Test Stores”), which Test Stores shall be jointly selected by Merchant and Agent. (The date of the Inventory Taking at each Test Store shall be referred to as the “Inventory Date” for such Test Store). Merchant and Agent shall jointly employ RGIS or another mutually acceptable inventory taking service to conduct the Inventory Taking (and, if applicable, the Additional Inventory Taking, as defined below) in accordance with procedures set forth on Exhibit 5.1 annexed hereto.
Inventory Taking. 10 5.2 Merchandise Subject To This Agreement .......................................11 5.3 Valuation ...................................................................13 5.4
Inventory Taking. 14 9.2 Merchandise...........................................15 9.3 Valuation.............................................15 9.4
Inventory Taking. (a) The Vendor and Purchaser shall cause to be taken an “SKU” inventory of the Merchandise (the “Inventory Taking”) on the Inventory Date. Vendor and Purchaser shall jointly employ RGIS Inventory Service, Western Inventory Service or another mutually acceptable inventory taking service to conduct the Inventory Taking. The costs and fees of the inventory taking service shall be shared equally by the Vendor and the Purchaser. Except as provided in the immediately preceding sentence, Vendor and Purchaser shall bear their respective costs and expenses relative to the Inventory Taking. Vendor and Purchaser shall each be entitled to designate a select number of Store locations where representatives may be present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the inventory taking service. Unless otherwise agreed by the Parties in writing, during the conduct of the Inventory Taking at each Store, such Store shall be closed to the public and no sales or other transactions shall be conducted therefrom. The procedures to be used in the conduct of the Inventory Taking and its verification are set forth on Schedule 3.3 to this Agreement.
Inventory Taking. Merchant and Agent shall cause to be taken a Cost Value physical inventory of the Merchandise (the “Inventory Taking”) at the Stores and the Warehouse, commencing on the day that the Order is entered. The Inventory Taking shall be completed prior to the Closing Date. The date of the Inventory Taking at each Store and the Warehouse shall be the “Inventory Date” for such Store or the Warehouse (as the case may be).
Inventory Taking. As soon as practicable after the Sale ---------------- Commencement Date, the Agent and the Merchant shall jointly take a retail and SKU inventory of the Saleable Inventory located at each Store and Warehouse in accordance with the inventory procedures set forth on Exhibit 5.1 hereto to ----------- obtain the cost of the Saleable Inventory located thereat (the "Inventory --------- Taking") (the date of the Inventory Taking at each Store or Warehouse being the ------ "Inventory Date" for such Store or Warehouse). Agent and the Merchant shall -------------- jointly employ RGIS or another mutually acceptable inventory taking service to conduct the Inventory Taking. Agent and the Merchant shall each be responsible for 50% of the costs and fees of such inventory taking service. Except as provided in the immediately preceding sentence, the Agent and the Merchant shall each bear their respective costs and expenses relative to the Inventory Taking. The Agent and the Merchant shall each have representatives present during the Inventory Taking, and shall each have the right to review and verify the listing and tabulation of the inventory taking service. During the Inventory Taking, Agent and Merchant shall work in good faith to agree on the Defective Merchandise Amount. The parties agree that during the conduct of the Inventory Taking at each Store, such Store shall be closed to the public and no sales or other transactions shall be conducted.
Inventory Taking. Preceding the Effective Date, a "wall-to-wall" physical inventory of the HBA Inventory to be purchased on such date will be conducted at the HBA Warehouse Facility, the HBA Departments and the Non-VCD Stores by a third party selected by Valley Fair and by Mazel. Buyer will pay the expense of such inventory taking. In order to facilitate the taking of the "wall-to-wall" physical inventory, no HBA Inventory shall be shipped and no goods or materials shall be received during the taking of such physical inventory. Representatives of Mazel and Valley Fair shall be entitled to participate at their respective cost and expense in the observation of the taking of the physical inventory.
