Common use of Physical Inventory Count Clause in Contracts

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 (30) days after its agreement to serve hereunder. The Inventory Auditor will determine the allocation of its fees and expenses between Parent and the Securityholders’ Representative based on the inverse of the percentage that the Inventory Auditor’s resolution of the disputed items (before such allocation) bears to the total amount of the disputed items as originally submitted to the Inventory Auditor. The Inventory Auditor’s determinations regarding the disputed items submitted to it hereunder, absent fraud or manifest error, will be final, conclusive and binding upon the parties hereto.

Physical Inventory Count. (a) In connection with Prior to or on the Company’s audit for the fiscal year ending March 31Initials Closing Date, 2025, the Company will Seller shall conduct a physical inventory count of all the Existing Continuing Initials Inventory, which physical count may, at Seller's discretion, occur as the Existing Continuing Initials Inventory is loaded on a truck or other transportation vehicle as of such datecontemplated by Section 3.6. Buyer and its accountants and other advisors, with Parent, the Securityholders’ Representative employees or agent shall be entitled to be present at and their respective Representatives in attendance or having the opportunity shall be entitled to attend and observe such physical count and to inspect (at Buyer's cost) the “Existing Continuing Initials 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 during such physical 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 Upon completion of the physical count referred to in Section 3.4(a) Seller shall provide to Buyer a list of the Existing Continuing Initials Inventory along with Seller's estimate of the landed, duty, paid cost of each item of the Existing Continuing Initials Inventory (the "Initials Inventory LDP Cost"). Damaged and defective items of the Existing Continuing Initials Inventory shall be assigned no value subject to compliance with the procedures described in subsection (c) below. (c) Within five (5) business days after delivery of the Existing Continuing Initials Inventory in accordance with Section 3.6, Buyer shall be entitled to notify Seller that items of the Existing Initials Inventory delivered to Buyer were defective or damaged, specifying in reasonable detail such items. In the event Seller shall agree with Buyer as to such items, such items shall not be considered items of Existing Continuing Initials Inventory and the Securityholders’ Representative Purchase Price shall work together be adjusted accordingly. Buyer shall make such items available to Seller at a loading dock or other accessible place at Buyer's warehouse reasonably acceptable to Seller and Seller shall promptly retrieve such items after such notification. Any disputes with regard to any such item shall be resolved by the parties acting in good faith faith. (d) Within forty-five (45) days after the Initials Closing, Seller shall provide Buyer with Seller's final calculation of the actual Initials Inventory LDP Cost per item (the "Final Valuation") with appropriate adjustments for items of Existing Continuing Initials Inventory disputed in accordance with Section 3.4(c) theretofore resolved by Buyer 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 Seller. At such Inventory Count is being taken. Parent time Seller shall also provide Buyer 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 Buyer's accountants with ▇ ▇▇▇▇ ▇▇ ▇eller's and, if unable applicable, Seller's accountants' work papers relating 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 (30) days after its agreement to serve hereunder. The Inventory Auditor will determine the allocation of its fees such Final Valuation, as well as such support and expenses between Parent other existing documentation as Buyer and the Securityholders’ Representative based on the inverse of the percentage that the Inventory Auditor’s resolution of the disputed items (before such allocation) bears to the total amount of the disputed items as originally submitted to the Inventory Auditor. The Inventory Auditor’s determinations regarding the disputed items submitted to it hereunder, absent fraud or manifest error, will be final, conclusive and binding upon the parties heretoBuyer's accountants may reasonably request.

Physical Inventory Count. At the request of Buyer Parent (awhich shall be made no later than twenty one (21) In connection with days prior to the Company’s audit for the fiscal year ending March 31Closing Date), 2025, the Company will conduct a physical inventory count of all or any portion of the Inventory as 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 datefive (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, with Parentas the case may be, the Securityholders’ Representative and their respective Representatives in attendance or having the opportunity to attend and observe such count 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 Count. The valuation of the Inventory in the Inventory Count, if any, 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 CapitalPrinciples, the Pre-Closing Statement and the Preliminary Closing Statement shall reflect so that the results of the Inventory Count adjusted for Inventory transactions on a count-back basis such may be reflected by the Parties in their good faith calculations of the Closing Working Capital. Buyer Parent agrees and acknowledges that the Inventory represents Count shall be conducted in a manner which does not materially interrupt the value operations of the carrying Business and the Parties shall act in good faith in order to resolve any dispute on the Inventory as at quantities subject to the Closing Date. As soon as practicable and Inventory Count on the date of such Inventory Count, but 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 after the date on which end of 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 (30) days after its agreement to serve hereunder. The Inventory Auditor will determine the allocation of its fees and expenses between Parent and the Securityholders’ Representative based on the inverse of the percentage that the Inventory Auditor’s resolution of the disputed items (before such allocation) bears to the total amount of the disputed items as originally submitted to the Inventory Auditor. The Inventory Auditor’s determinations regarding the disputed items submitted to it hereunder, absent fraud or manifest error, will be final, conclusive and binding upon the parties heretoCount.