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. 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. Immediately prior to the Closing, Seller and Purchaser shall jointly conduct a physical count of the Inventory and the Fixed Assets and prepare a record of the gambling equipment and liquor, wine and beer included in the Purchased Assets to be so transferred to Purchaser. Purchaser shall report the transfer of such gambling equipment and liquor, wine and beer to Purchaser, including a copy of the applicable inventory record, in accordance with applicable Legal Requirements.
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. Centocor may, by written notice at any time prior to the tenth (10th) Business Day prior to the Termination Time, require that a physical inventory count of Transferred Inventory be conducted. If Centocor provides such notice, such inventory count shall be conducted, at the election of Schering-Plough, by either (i) Schering-Plough or (ii) Centocor or a representative of Centocor. Any such inventory count shall only be required to be conducted in facilities located in the Principal Territories or in any central distribution center of Schering-Plough or its Affiliates, in each case in which Schering-Plough currently stores, manufactures or otherwise supplies or distributes Products for Commercialization in a Relinquished Territory (it being agreed that Schering-Plough shall have no obligation to move any Products or inventory to such sites for this purpose). If Schering-Plough elects to conduct such physical inventory count, Schering-Plough shall afford Centocor or its representatives an opportunity to observe such count. All costs and expenses of any such physical inventory count shall be borne by Centocor.
Physical Inventory Count. The Borrowers shall have conducted a physical count of their inventory observed by Regis Inventory Specialists.
Physical Inventory Count. At the request of Buyer Parent (which shall be made no later than twenty one (21) days prior to the Closing Date), a physical count of all or any portion of the Inventory of the Business located at the top five (5) storage locations by Inventory value for the six (6) month period ended on the month-end prior to such request (provided, that Seller Parent shall promptly notify Buyer Parent of such five (5) locations and their aggregate approximate percentage of all Inventory and Buyer Parent shall have the option to select up to three (3) additional storage locations for conducting such physical count by written notice to Seller Parent no later than five (5) Business Days following Seller Parent’s notification of the five (5) locations) shall be conducted jointly by Seller Parent and Buyer Parent and, as the case may be, their respective Representatives and advisors (the “Inventory Count”). The Parties will discuss in good faith the logistics, timing (which is intended to be as soon as reasonably practicable around the Closing Date), locations, process, methodologies, coverage, and other aspects of the Inventory Count. The valuation of the Inventory in the Inventory Count, if any, shall be performed in accordance with the Accounting Principles, so that the results of the Inventory Count may be reflected by the Parties in their good faith calculations of the Closing Working Capital. Buyer Parent agrees and acknowledges that the Inventory Count shall be conducted in a manner which does not materially interrupt the operations of the Business and the Parties shall act in good faith in order to resolve any dispute on the Inventory quantities subject to the Inventory Count on the date of such Inventory Count, but in any event within ten (10) Business Days after the end of the Inventory Count.
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. 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. Completion of the Physical Inventory Count in a manner as is reasonably satisfactory to Purchaser.
