Physical Count. Buyer shall conduct the Physical Count in accordance with customary industry practices and applicable Law (including Gaming Laws) within seven days following the Closing Date. Schedule 2.7(d) sets forth an example calculation of Purchased Cash as of January 31, 2023. At least two licensed and experienced personnel of Buyer at each facility where the Physical Count is conducted shall certify in writing the amount of Purchased Cash located at such facility which is counted in the Physical Count, and Xxxxx shall deliver such signed written certifications to Parent within five days of the completion of the Physical Count. Subject to compliance with applicable Law (including Gaming Laws), Parent shall have the right to designate one or more employees or advisors to observe the Physical Count at any one or more locations at which the Physical Count may be conducted, and Buyer shall arrange for access for such designees. Parent shall make such designation in writing delivered to Buyer at least two days prior to the Closing Date. Parent shall have the right to review and inspect all records regarding and query all personnel involved in the Physical Count for 90 days after the Closing Date and, within such period, to raise any objections regarding the conduct of the Physical Count or identify any discrepancies or errors which Parent may identify in the Physical Count.
Physical Count. On the Closing Date or not more than two (2) Business Days prior to the Closing Date, Representatives of each Party shall jointly commence a physical count (“Physical Count”) of the Inventory, the Fixed Assets, the Replacement Parts and the Supplies at the Facility, and shall prepare an unaudited valuation of such items as of the Closing Date (the “Closing Valuation”) in accordance with the valuation principles set forth below.
Physical Count. Not more than seven (7) days after the Closing Date, a physical count of the Inventory shall be conducted by Sellers and Buyer and a schedule thereof (an "Inventory Schedule") prepared by Sellers and verified by representatives of Buyer. (ii)
Physical Count. The purchase prices for the C&B Classic inventory, Spring 2002 Fashion inventory and the Trade Fixtures (see Section 5 below) are based upon estimates as of the date of this Agreement of available remaining items as of the Closing Date. C&B shall take a physical count of such items in its Danzas warehouse, Alphen a/d Rijn, Netherlands (“Holland Warehouse”) during course of packaging the items for shipment to Sportswear. The physical count will be compared to and reconciled with (to the extent possible) the listings maintained by C&B on its Paragon operating system. Sportswear shall participate, at its expense, in the counting of these items. If the parties agree upon the final count, the parties will execute an amendment to this Agreement if any adjustment to the respective purchase prices is required; if no adjustment is required, the parties will verify such in writing. If the parties do not agree upon the final count or any adjustment to respective purchase prices, the matter will be resolved by arbitration as provided below. If for any reason Sportswear does not to participate in the count, C&B will give written notice setting forth the final count obtained by C&B and any adjustment to the purchase prices, which will be binding upon Sportswear. Any adjustments to the purchase prices based upon the physical count will be reflected in an adjustment to the payment next due under Section 6.f below.
Physical Count. Conduct a physical count of the Consignment Inventory at least once every during the Term. Welbilt shall fax or email the results of each physical count to Supplier by no later than fifteen (15) days after such physical count is performed; and
Physical Count. C&S, at its expense, shall have the right, upon reasonable notice (the reasonableness of such notice taking into account any exigent circumstances), to physically count (or require Penn Traffic to physically count) the Merchandise in Penn Traffic’s possession. Notwithstanding anything herein to the contrary, C&S shall have the further right, at its expense, to remove or transfer any Merchandise (subject to Section 1.7 hereof), and shall have access to all Penn Traffic records pertaining to receipts, processing, and distribution of said Merchandise. Any differences identified as a result of the physical count will be mutually reviewed and agreed upon between Penn Traffic and C&S in a reasonable time period following the count.
