Common use of Inventory Value Clause in Contracts

Inventory Value. (a) At the Closing, Buyer shall pay Seller an amount (the “Inventory Deposit”) as an initial payment for the estimated value of the Inventory as of the Closing Date. Seller shall make a good faith estimate five (5) Business Days prior to the Closing Date of the estimated value of the Inventory and provide a copy thereof to Buyer setting forth the ownership, types, characteristics and volumes, on a tank, vessel or location basis, of Refinery Feedstock Inventory and Refinery Product Inventory. The Inventory Deposit shall be an amount equal to 95% of the estimated Inventory Value as reasonably estimated by Seller. Seller shall value the Inventory in accordance with the measurement procedures set forth in Exhibit H-1 and in accordance with the valuation procedures set forth in Exhibit H-2. Buyer shall be permitted to have representatives present to observe any measurements taken by Seller. (b) An independent inspector (the “Testing Agent”) shall be engaged by mutual agreement of Seller and Buyer. The Testing Agent shall measure the Inventory as of Effective Time at the respective locations of the Inventory on the Closing Date. The Inventory shall be measured by the Testing Agent in accordance with the procedures set forth on Exhibit H-1 attached hereto. The Testing Agent shall issue a written report (the “Testing Agent Report”) within twenty (20) days after the Closing Date setting forth the volumes and quantities of the Inventory as of the Effective Time. The fees and expenses of the Testing Agent shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. (c) As soon as practicable, but in any event no later than ten (10) days following receipt of the Testing Agent Report, Seller shall cause to be prepared and delivered to Buyer a statement (the “Inventory Statement”) setting forth the volume of the Inventory as measured by the Testing Agent as of the Closing Date and the value of the Inventory (the “Inventory Value”) which shall be determined in accordance with the procedures set forth on Exhibit H-2. Buyer shall give Seller notice of its acceptance of or objection to the computations in the Inventory Statement no later than twenty (20) days following its receipt of the Inventory Statement (the date of Seller’s receipt of such acceptance or rejection, or the expiration of such 20 day period with no notice having been given, shall be the “Inventory Notice Date”). If Buyer fails to give such notice before the end of such twenty (20) day period, then the Inventory Statement will be deemed final and binding upon the Parties. If Buyer gives such notice to Seller of Buyer’s objection within such twenty (20) days, and Buyer and Seller are unable to resolve the issues in dispute within seven (7) days after delivery of such notice of objection, each of Buyer’s and Seller’s positions with respect to the computation of the Inventory Value will be submitted to a party mutually selected by the Parties (the “Inspector”) for resolution. If the computation of the Inventory Value is submitted to the Inspector for resolution, (x) each Party will furnish to the Inspector such workpapers and other documents and information relating to the disputed issues as the Inspector may request and are available to that Party, and will be afforded the opportunity to present to the Inspector any material relating to such issues and to discuss the same with the Inspector; (y) the Inspector’s determination or computation of the Inventory Value shall be binding and conclusive on the Parties and will be deemed to be the final Inventory Value; and (z) the fees and expenses of the Inspector for such determination will be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. (d) If the sum of the Inventory Value minus the Inventory Deposit (the “Inventory Balance”) is greater than zero, then Buyer shall pay to Seller, without offset or deduction, an amount equal to the Inventory Balance by wire transfer of immediately available funds to such account or accounts of Seller, as may be designated by Seller. If the amount of the Inventory Balance is less than zero, then Seller shall pay to Buyer, without offset or deduction, an amount equal to such deficit by wire transfer of immediately available funds to such account or accounts of Buyer, as may be designated by Buyer. All such undisputed amounts shall be paid by the relevant Party to the other Party within five (5) Business Days of the Inventory Computation Date. All disputed amounts shall be paid by the relevant Party to the other Party within five (5) Business Days of the resolution of such disputed amounts. All amounts payable pursuant to this Section 3.03 (both disputed and undisputed amounts) shall bear interest from and including the date payment is scheduled to be made to, but excluding, the date of payment at a rate per annum equal to seven percent (7%) for the first thirty (30) days such payment is past due and at a rate per annum equal to fifteen percent (15%) for all subsequent periods such payment is past due, in either event not to exceed the maximum rate permitted by Applicable Law. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due. (e) Each Party agrees that, following the Closing, it shall not take any actions with respect to the accounting books, records, policies and procedures of itself or its Affiliates that would obstruct or prevent the preparation of the Inventory Statement as provided in this Section 3.03. The Parties shall cooperate with each other in the preparation of the Inventory Statement, if requested by another Party. (f) Except as set forth in Section 3.03(b), Buyer and Seller shall each bear its own expenses incurred in connection with the preparation and review of the Inventory Statement.

Inventory Value. (a) At The actual value of the Closing, Inventory to be paid by Buyer to Seller shall pay Seller be calculated and paid in accordance with this Section 2.2. The portion of the Purchase Price to be paid by Buyer at Closing will include an amount (the “Inventory Deposit”) as an initial payment for equal to the estimated value of the Inventory (the "Estimated Inventory Value"), but not in excess of Three Million Seven Hundred Thousand Dollars ($3,700,000.00) (the "Closing Inventory Payment"). The Estimated Inventory Value shall be the amount of Inventory shown on the balance sheet of Seller for the most recently ended accounting period prior to Closing, prepared in the ordinary course of business of Seller and certified in writing to Buyer as of Closing by the Chief Financial Officer of Seller. Commencing on the day before the Closing Date. Seller , RGIS (or another valuation service acceptable to Buyer and Seller) shall make a good faith estimate five (5) Business Days prior to count and compute the Closing Date of the estimated value of saleable non-petroleum Inventory as of Closing using the Inventory valuation procedure and provide a copy thereof to Buyer setting forth the ownership, types, characteristics and volumes, on a tank, vessel or location basis, of Refinery Feedstock Inventory and Refinery Product Inventory. The Inventory Deposit shall be an amount equal to 95% of the estimated Inventory Value as reasonably estimated by Seller. Seller shall value the Inventory in accordance with the measurement procedures criteria set forth in Exhibit H-1 and in accordance with the valuation procedures set forth in Exhibit H-2EXHIBIT 2.2. Buyer and Seller will share equally the costs of such Inventory valuation and shall each be permitted to have representatives a representative present to observe any measurements taken by Seller. (b) An independent inspector (during such valuation. In addition, commencing on the “Testing Agent”) day before the Closing Date, Buyer and Seller shall be engaged by mutual agreement jointly determine the actual quantities of Seller and Buyer. The Testing Agent shall measure the saleable petroleum Inventory as of Effective Time at Closing (the respective locations "Petroleum Inventory") and shall promptly thereafter compute the value of the Petroleum Inventory using the Petroleum Inventory valuation procedure and criteria set forth in EXHIBIT 2.2. The determination of the actual Inventory shall commence as soon as practicable on the Closing Date. The Inventory shall be measured by the Testing Agent in accordance with the procedures set forth on Exhibit H-1 attached hereto. The Testing Agent shall issue a written report (the “Testing Agent Report”) within twenty (20) days after day before the Closing Date setting forth the volumes and quantities of the Inventory continue as of the Effective Time. The fees rapidly as possible and expenses of the Testing Agent shall be borne fifty percent completed within three (50%3) by days. If the computed aggregate value of Inventory exceeds the Closing Inventory Payment, Buyer shall pay the difference to Seller and fifty percent (50%) by Buyer. (c) As soon as practicable, but in any event no later than within ten (10) days following receipt of after the Testing Agent Reportdetermination thereof, Seller shall cause to be prepared and delivered to Buyer a statement (the “Inventory Statement”) setting forth the volume of the Inventory as measured by the Testing Agent as of together with interest thereon from the Closing Date and the value of the Inventory (the “Inventory Value”) which shall be determined in accordance with the procedures set forth on Exhibit H-2. Buyer shall give Seller notice of its acceptance of or objection to the computations in the Inventory Statement no later than twenty (20) days following its receipt of the Inventory Statement (the date of Seller’s receipt of such acceptance or rejection, or the expiration of such 20 day period with no notice having been given, shall be the “Inventory Notice Date”). If Buyer fails to give such notice before the end of such twenty (20) day period, then the Inventory Statement will be deemed final and binding upon the Parties. If Buyer gives such notice to Seller of Buyer’s objection within such twenty (20) days, and Buyer and Seller are unable to resolve the issues in dispute within seven (7) days after delivery of such notice of objection, each of Buyer’s and Seller’s positions with respect to the computation of the Inventory Value will be submitted to a party mutually selected by the Parties (the “Inspector”) for resolution. If the computation of the Inventory Value is submitted to the Inspector for resolution, (x) each Party will furnish to the Inspector such workpapers and other documents and information relating to the disputed issues as the Inspector may request and are available to that Party, and will be afforded the opportunity to present to the Inspector any material relating to such issues and to discuss the same with the Inspector; (y) the Inspector’s determination or computation of the Inventory Value shall be binding and conclusive on the Parties and will be deemed to be the final Inventory Value; and (z) the fees and expenses of the Inspector for such determination will be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. (d) If the sum of the Inventory Value minus the Inventory Deposit (the “Inventory Balance”) is greater than zero, then Buyer shall pay to Seller, without offset or deduction, an amount equal to the Inventory Balance by wire transfer of immediately available funds to such account or accounts of Seller, as may be designated by Seller. If the amount of the Inventory Balance is less than zero, then Seller shall pay to Buyer, without offset or deduction, an amount equal to such deficit by wire transfer of immediately available funds to such account or accounts of Buyer, as may be designated by Buyer. All such undisputed amounts shall be paid by the relevant Party to the other Party within five (5) Business Days of the Inventory Computation Date. All disputed amounts shall be paid by the relevant Party to the other Party within five (5) Business Days of the resolution of such disputed amounts. All amounts payable pursuant to this Section 3.03 (both disputed and undisputed amounts) shall bear interest from and including the date payment is scheduled to be made to, but excluding, the date of payment at a the prime rate per annum equal of Chase Manhattan Bank in New York in effect on the last business day prior to seven percent Closing (7%"Prime Rate") for by wire transfer to Seller's Bank Account; provided, however, that to the first thirty extent that the computed value exceeds the sum of Three Million Seven Hundred Thousand Dollars (30$3,700,000.00), the amount in excess of said Three Million Seven Hundred Thousand Dollars ($3,700,000.00) shall be paid with interest at the Prime Rate from the Closing Date to the date of payment as aforesaid on such date as may be determined by Buyer, but not later than sixty (60) days such payment after Closing. If the computed value is past due and at a rate per annum equal less than the Closing Inventory Payment, Seller shall pay the difference to fifteen percent Buyer within ten (15%10) for all subsequent periods such payment is past duedays after the determination thereof, in either event not to exceed the maximum rate permitted by Applicable Law. Such together with interest shall be payable at the same time as Prime Rate thereon from the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due. (e) Each Party agrees that, following the Closing, it shall not take any actions with respect Closing Date to the accounting books, records, policies and procedures date of itself or its Affiliates that would obstruct or prevent the preparation of the Inventory Statement as provided in this Section 3.03. The Parties shall cooperate with each other in the preparation of the Inventory Statement, if requested payment by another Partywire transfer to Buyer's Bank Account. (f) Except as set forth in Section 3.03(b), Buyer and Seller shall each bear its own expenses incurred in connection with the preparation and review of the Inventory Statement.

Inventory Value. (a) At Within five (5) business days after the ClosingClosing Date, Buyer the Seller and the Purchaser shall pay Seller an amount (jointly conduct a physical count of the “Inventory Deposit”) as an initial payment for of the estimated Closing Date and the Purchaser shall make or cause to be made a calculation of the value of the Inventory as of the Closing Date (the "Inventory Value") in accordance with the Seller's accounting policies applied on a consistent basis for determining standard costs (the "Calculation"), except that unmerchantable or obsolete Inventory ("Obsolete Inventory") shall be excluded from the Calculation. Any finished goods Inventory with a shelf life expiration date of less than twelve (12) months from the Closing Date shall be considered unmerchantable and obsolete for purposes of determining Obsolete Inventory. Any finished goods Inventory not in full unopened case cartons shall also be considered unmerchantable. The Seller will retain the Obsolete Inventory which the Seller shall destroy within ninety (90) days after the Closing Date. Any non-finished goods Inventory that exceeds a 12 month supply (as measured on the basis of the Seller's shipment production forecast for the 12 month period following the Closing Date), to the extent of such excess, shall be excluded from the Calculation and shall be retained by the Seller. Any Inventory that has been ordered by the Seller shall make a good faith estimate five (5) Business Days but not received prior to the Closing Date of shall not be included in the estimated value of Calculation but will be accepted by the Inventory Purchaser and provide a copy thereof to Buyer setting forth the ownership, types, characteristics and volumes, on a tank, vessel or location basis, of Refinery Feedstock Inventory and Refinery Product Inventory. The Inventory Deposit shall be an amount equal considered to 95% of have been purchased by the estimated Inventory Value as reasonably estimated by Seller. Seller shall value the Inventory to support firm purchase orders in accordance with Section 4.1 of the measurement procedures set forth Supply Agreement. The Purchaser shall also provide the Seller with copies of the Calculation and all work papers associated therewith within thirty (30) days after the Closing Date. The Purchaser may not assert a claim for indemnification with respect to any Inventory that is not included in Exhibit H-1 and in accordance with the valuation procedures set forth in Exhibit H-2. Buyer shall be permitted to have representatives present to observe any measurements taken by SellerCalculation. (b) An independent inspector Thereafter, the Seller shall have a period of thirty (30) days in which to review the “Testing Agent”) Calculation and the work papers associated therewith provided by the Purchaser. If the Seller disagrees with all or any part of the Calculation, the Seller shall be engaged by mutual agreement have the right to notify the Purchaser in writing of such disagreement and their reasons for so disagreeing, in which case the Seller and Buyerthe Purchaser shall attempt to resolve the disagreement. The Testing Agent shall measure the Inventory as of Effective Time at the respective locations of the Inventory on the Closing Date. The Inventory shall be measured by the Testing Agent in accordance with the procedures set forth on Exhibit H-1 attached hereto. The Testing Agent shall issue a written report If within fifteen (the “Testing Agent Report”) within twenty (2015) days after receipt of such notice by Seller, the Closing Date setting forth Seller and the volumes and quantities Purchaser are unable to resolve the differences, if any, arising as a result of the Inventory as Calculation, they or either of them shall submit a statement of all unresolved differences together with copies of the Effective TimeCalculation to KPMG LLP or such other independent accounting firm as shall be mutually agreed (the "Accountants") for a binding and non-appealable determination to be rendered within thirty (30) days after such submission. The All fees and expenses of the Testing Agent Accountants incurred in this capacity shall be borne fifty percent (50%) billed to and shared by the Seller and fifty percent (50%) by Buyerthe Purchaser equally. (c) As soon as practicable, but If the Calculation reflects an Inventory Value that is either less than or in any event no later than ten (10) days following receipt excess of the Testing Agent Report, Seller shall cause to be prepared and delivered to Buyer a statement (the “Inventory Statement”) setting forth the volume of the Inventory as measured by the Testing Agent as of the Closing Date and the value of the Inventory (the “Estimated Inventory Value”) which shall be determined in accordance with , the procedures set forth on Exhibit H-2. Buyer shall give Seller notice of its acceptance of or objection to the computations in the Inventory Statement no later than twenty (20) days following its receipt of the Inventory Statement (the date of Seller’s receipt of such acceptance or rejection, or the expiration of such 20 day period with no notice having been given, shall be the “Inventory Notice Date”). If Buyer fails to give such notice before the end of such twenty (20) day period, then the Inventory Statement Purchase Price will be deemed final and binding upon the Parties. If Buyer gives such notice to Seller of Buyer’s objection within such twenty (20) daysreduced or increased dollar-for-dollar, and Buyer and Seller are unable to resolve the issues in dispute within seven (7) days after delivery of such notice of objection, each of Buyer’s and Seller’s positions with respect to the computation of the Inventory Value will be submitted to a party mutually selected by the Parties (the “Inspector”) for resolution. If the computation of the Inventory Value is submitted to the Inspector for resolution, (x) each Party will furnish to the Inspector such workpapers and other documents and information relating to the disputed issues as the Inspector case may request and are available to that Partybe, and will be afforded the opportunity to present to the Inspector any material relating to such issues and to discuss the same with the Inspector; (y) the Inspector’s determination or computation of the Inventory Value shall be binding and conclusive on the Parties and will be deemed to be the final Inventory Value; and (z) the fees and expenses of the Inspector for such determination will be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. (d) If the sum of the Inventory Value minus the Inventory Deposit (the “Inventory Balance”) is greater than zero, then Buyer shall pay to Seller, without offset or deduction, an amount equal to the Inventory Balance by wire transfer of immediately available funds to such account or accounts of Seller, as may be designated by Seller. If the amount of such difference, and the Inventory Balance is less than zeroPurchaser will pay the amount of any such increase to the Seller or the Seller will pay the amount of any such decrease to the Purchaser, then Seller shall pay to Buyer, without offset or deduction, an amount equal to such deficit by wire transfer of in immediately available funds to such account or accounts of Buyerfunds, as may be designated by Buyer. All such undisputed amounts shall be paid by the relevant Party to the other Party within five (5) Business Days business days after the final determination of the Inventory Computation Date. All disputed amounts shall be paid by the relevant Party to the other Party within five (5) Business Days of the resolution of such disputed amounts. All amounts payable pursuant to this Section 3.03 (both disputed and undisputed amounts) shall bear interest from and including the date payment is scheduled to be made toValue provided, but excluding, the date of payment at a rate per annum equal to seven percent (7%) for the first thirty (30) days such payment is past due and at a rate per annum equal to fifteen percent (15%) for all subsequent periods such payment is past duehowever, in either no event not to exceed shall the maximum rate permitted by Applicable Law. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due. (e) Each Party agrees that, following the Closing, it shall not take any actions with respect to the accounting books, records, policies and procedures of itself or its Affiliates that would obstruct or prevent the preparation purchase value of the Inventory Statement as provided in this Section 3.03. The Parties shall cooperate with each other in the preparation of the Inventory Statement, if requested by another Partyexceed One Million One Hundred Thousand Dollars ($1,100,000.00). (f) Except as set forth in Section 3.03(b), Buyer and Seller shall each bear its own expenses incurred in connection with the preparation and review of the Inventory Statement.

Inventory Value. (a) At the Closing, Seller and Buyer shall conduct an inventory within 10 days of the Closing Date of the Inventory. Seller shall pay the cost of such inventory. Such inventory shall be used for calculating the Inventory Value, such amount to be finalized upon a reconciliation to be agreeable to Seller an amount and Buyer, which in no event shall occur thirty (30) days after the “Closing Date. In the event that the Inventory Deposit”) Value as an initial payment for determined by such inventory differs from the estimated value calculation of the Inventory Value as of the Closing Date. Seller shall make a good faith estimate five (5) Business Days prior to , then the Closing Date of the estimated value of the Inventory and provide a copy thereof to Buyer setting forth the ownership, types, characteristics and volumes, on a tank, vessel or location basis, of Refinery Feedstock Inventory and Refinery Product Inventory. The Inventory Deposit Purchase Price shall be an amount equal to 95% of adjusted by such differential amount. If the estimated Inventory Value as reasonably estimated determined by Seller. Seller shall value such inventory: (a) equals the Inventory in accordance with Value determined as of the measurement procedures set forth in Exhibit H-1 and in accordance with Closing Date, then the valuation procedures set forth in Exhibit H-2. Buyer Escrow Agent shall be permitted release to have representatives present to observe any measurements taken by Seller.Seller the Purchase Price Holdback; (b) An independent inspector (the “Testing Agent”) shall be engaged by mutual agreement of Seller and Buyer. The Testing Agent shall measure exceeds the Inventory Value determined as of Effective Time at the respective locations of the Inventory on the Closing Date. The Inventory shall be measured by the Testing Agent in accordance with the procedures set forth on Exhibit H-1 attached hereto. The Testing , then (i) Escrow Agent shall issue a written report release to Seller the Purchase Price Holdback and (ii) Buyer shall pay to Seller the “Testing Agent Report”) within twenty (20) days after the Closing Date setting forth the volumes and quantities amount of the Inventory as of the Effective Time. The fees and expenses of the Testing Agent shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer.such difference; (c) As soon as practicable, but in any event no later is less than ten (10) days following receipt of the Testing Agent Report, Seller shall cause to be prepared and delivered to Buyer a statement (the “Inventory Statement”) setting forth the volume of the Inventory as measured by the Testing Agent Value determined as of the Closing Date and (the value amount of such inventory shortfall being the “Inventory Shortfall”), then (i) Escrow Agent shall release to Seller an amount equal to the Purchase Price Holdback less the amount of the Inventory (the “Inventory Value”) which shall be determined in accordance with the procedures set forth on Exhibit H-2. Buyer shall give Seller notice of its acceptance of or objection to the computations in the Inventory Statement no later than twenty (20) days following its receipt of the Inventory Statement (the date of Seller’s receipt of such acceptance or rejection, or the expiration of such 20 day period with no notice having been given, shall be the “Inventory Notice Date”). If Buyer fails to give such notice before the end of such twenty (20) day period, then the Inventory Statement will be deemed final and binding upon the Parties. If Buyer gives such notice to Seller of Buyer’s objection within such twenty (20) days, and Buyer and Seller are unable to resolve the issues in dispute within seven (7) days after delivery of such notice of objection, each of Buyer’s and Seller’s positions with respect to the computation of the Inventory Value will be submitted to a party mutually selected by the Parties (the “Inspector”) for resolution. If the computation of the Inventory Value is submitted to the Inspector for resolution, (x) each Party will furnish to the Inspector such workpapers and other documents and information relating to the disputed issues as the Inspector may request and are available to that Party, and will be afforded the opportunity to present to the Inspector any material relating to such issues and to discuss the same with the Inspector; (y) the Inspector’s determination or computation of the Inventory Value shall be binding and conclusive on the Parties and will be deemed to be the final Inventory Value; Shortfall and (zii) the fees and expenses of the Inspector for such determination will be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. (d) If the sum of the Inventory Value minus the Inventory Deposit (the “Inventory Balance”) is greater than zero, then Escrow Agent shall release to Buyer shall pay to Seller, without offset or deduction, an amount equal to the Inventory Balance Shortfall; provided, however, that if the Inventory Shortfall exceeds the amount of the Purchase Price Holdback (such excess being the “Holdback Deficiency”), then (i) Escrow Agent shall release to Buyer the Purchase Price Holdback and (ii) Seller shall immediately pay to Buyer an amount equal to the Holdback Deficiency. Seller agrees that Buyer shall have an administrative claim in the Bankruptcy Case for the amount of the Holdback Deficiency. Any amounts to be paid pursuant to this Section 6.14 shall be by wire transfer of immediately available funds to such account or accounts of Seller, as may be designated by Seller. If the amount within two (2) business days of the Inventory Balance is less than zero, then Seller shall pay to Buyer, without offset or deduction, an amount equal to such deficit by wire transfer of immediately available funds to such account or accounts of Buyer, as may be designated by Buyer. All such undisputed amounts shall be paid by the relevant Party to the other Party within five (5) Business Days finalization of the Inventory Computation Date. All disputed amounts shall be paid by the relevant Party to the other Party within five (5) Business Days of the resolution of such disputed amounts. All amounts payable pursuant to this Section 3.03 (both disputed and undisputed amounts) shall bear interest from and including the date payment is scheduled to be made to, but excluding, the date of payment at a rate per annum equal to seven percent (7%) for the first thirty (30) days such payment is past due and at a rate per annum equal to fifteen percent (15%) for all subsequent periods such payment is past due, in either event not to exceed the maximum rate permitted by Applicable Law. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which duereconciliation contemplated herein. (e) Each Party agrees that, following the Closing, it shall not take any actions with respect to the accounting books, records, policies and procedures of itself or its Affiliates that would obstruct or prevent the preparation of the Inventory Statement as provided in this Section 3.03. The Parties shall cooperate with each other in the preparation of the Inventory Statement, if requested by another Party. (f) Except as set forth in Section 3.03(b), Buyer and Seller shall each bear its own expenses incurred in connection with the preparation and review of the Inventory Statement.