Physical Inventory Count Clause Samples

Physical Inventory Count. Indivior shall have the right to conduct one (1) full, "wall-towall" physical inventory count once each twelve (12) month period ("Inventory Count") during the Term. To schedule the Inventory Count, Indivior shall give Curia reasonable advance notice, but not less than three (3) months' notice. At Indivior's request, Curia shall permit Indivior, and its external auditor(s) ("Inventory Auditor"), to conduct a full physical count of its Inventory (defined below) as close to the year-end as possible, preferably during the year-end shut down at Curia, to minimize inventory movements. The number of visitors during the Inventory Count shall be limited to two (2) Indivior personnel, and one (1) Inventory Auditor, for two (2) days. The Inventory Count shall be conducted in a manner that is consistent with the method historically used by Indivior to conduct a full physical count of its inventory, as conducted during the Indivior' s year-end book closing process. Curia agrees to provide reasonable support to Indivior during the Inventory Count. Indivior agrees to provide Curia with reasonable compensation for their efforts in preparation and execution of the Inventory Count, such compensation to be set forth in an SOW or other written documentation signed by both parties. The cost of such Inventory Count shall be $[***] per day for Calendar Year 2022 and thereafter $[***] shall be the base cost of an Inventory Count, subject to a price increase based on PPI for each subsequent Calendar Year during the Term.

Physical Inventory Count. Each of the Borrowers and Foamex Canada shall perform a physical count of its Inventory no less frequently than once each fiscal month if such Inventory is located at a site at which the Borrowers or Foamex Canada, as the case may be, have not implemented a perpetual Inventory system that is satisfactory to the Administrative Agent in its reasonable discretion.

Physical Inventory Count. (a) In connection with the Company’s audit for the fiscal year ending March 31, 2025, the Company will conduct a physical inventory count of all Inventory as of such date, with Parent, the Securityholders’ Representative and their respective Representatives in attendance or having the opportunity to attend and observe such count (the “Inventory Count”). The Inventory Count shall be valued and performed in accordance with the Accounting Principles and consistent with the method historically used by the Company to value and fully count its Inventory in Ordinary Course. The Inventory balance included in Net Working Capital, the Pre-Closing Statement and the Preliminary Closing Statement shall reflect the results of the Inventory Count adjusted for Inventory transactions on a count-back basis such that the Inventory represents the value of the carrying Inventory as at the Closing Date. As soon as practicable and in any event within five (5) Business Days following the Inventory Count, the Company shall prepare and deliver to Parent and the Securityholders’ Representative a statement setting forth the results of such Inventory Count which shall be delivered together with reasonably detailed supporting documentation sufficient to support the amounts set forth in such statement. (b) Parent and the Securityholders’ Representative shall work together in good faith and use commercially reasonable efforts to resolve any disputes as to the Inventory Count, including the usability, salability, fit, quality or defect of any item of Inventory, while such Inventory Count is being taken. Parent and the Securityholders’ Representative shall attempt to settle any unresolved dispute regarding the foregoing not otherwise resolved during the Inventory Count as soon as expeditiously practicable thereafter and, if unable to be resolved within ten (10) Business Days following the date on which the Inventory Count was performed, Parent and the Securityholder’s Representative shall refer for resolution to a mutually acceptable, qualified third party (the “Inventory Auditor”). Parent and the Securityholders’ Representative shall use their respective commercially reasonable efforts to cause the Inventory Auditor to make a determination with respect to any disputes referred to it pursuant to this Section 4.17(b) as soon as practicable and shall direct the Inventory Auditor to deliver a written report containing its final determination of the disputed items in any event within thirty (3...

Physical Inventory Count. On November 12, 2018 or November 13, 2018, the Company shall cause an independent firm mutually agreed upon by Purchaser and the Representative to conduct a physical Inventory count at each location where the Company maintains Inventory (the “Physical Inventory Count”). Purchaser shall be notified of the date and location(s) of the Physical Inventory Count at least five (5) Business Days prior to the date thereof, and Purchaser and its representatives shall be given an opportunity to observe the Physical Inventory Count. Such Physical Inventory Count will be used as a basis in calculating Inventory for purposes of the estimated Working Capital in the Closing Statement (rolling forward such Physical Inventory Count to a calculation of Inventory as of 11:59 p.m. Eastern time on the Business Day immediately preceding the Closing Date).

Physical Inventory Count. Immediately prior to the Closing, the Parties shall conduct a physical count of the Inventory and the Tangible Personal Property and prepare a record of the gambling equipment and a detailed inventory of the liquor included in the Assets to be so transferred to Purchaser. Purchaser shall report to the Washington State Gambling Commission the transfer of such gambling equipment to Purchaser pursuant hereto, including a copy of the applicable inventory record, in accordance with Washington Administrative Code Section 230-06-110(6).

Physical Inventory Count. The Borrowers shall have conducted a physical count of their inventory observed by Regis Inventory Specialists.

Physical Inventory Count. Unless waived in whole or in part ------------------------ by the Purchaser, a third party designated by the Purchaser will conduct, at the Purchaser's cost, a physical inventory count of the Debtor's inventory and will provide the results of such physical inventory count to both the Purchaser and the Debtor. The procedures under which such physical inventory count will be conducted are set forth on Exhibit E.

Physical Inventory Count. The Parties acknowledge and agree that the determination of the amount of Business Inventory (and any applicable reserves in respect thereof) to be set forth on the Final Closing Balance Sheet for purposes of calculating Final Net Working Capital shall be based upon the results of a physical count of the Business Inventory which will be conducted by the Purchaser (or a third party on behalf of the Purchaser) following the Closing, in the presence of a representative of the Seller, at those locations where such Business Inventory is located. Such physical count shall consist of all items of Business Inventory and such physical count shall be conducted in a manner to be determined by the Purchaser to be reasonably necessary in order to allow for verification of unit quantities of Business Inventory. The result of the numerical count of unit quantities of Business Inventory (and only the numerical count, e.g., not the valuation of the Business Inventory) shall be mutually agreed upon by the Purchaser (or a third party on behalf of the Purchaser) and the representative of the Seller.

Physical Inventory Count. 59 7.33 Amendments to Term Loan B Documents................................................59 7.34 [Intentionally Omitted]............................................................59 7.35 Proceeds from Surplus Cash Deposits; Excess Collections, Investments, etc.......