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. Purchaser and Seller shall conduct a physical count of the Inventory. If for any reason Purchaser and Seller are not available to conduct the physical Inventory count, then such count shall be conducted by such one or more other independent inventory companies as shall be agreed to by Purchaser and Seller. Such counts shall be taken in accordance with the inventory taking instructions of the independent inventory companies as agreed to by Purchaser and Seller. Such physical counts shall be taken with the participation and cooperation of both Purchaser and Seller, and both parties shall make available sufficient numbers of their respective employees for such purpose. The cost of employing such other independent inventory companies shall be borne by Purchaser and Seller equally. Seller covenants and agrees with Purchaser that all Inventory shall be located at Oxx Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx and no Inventory will be moved to any other location during the period commencing one week before the first of the Closing Dates and ending on the last of the Closing Dates. Both Purchaser and Seller agree to make available such number of employees or third parties as may be necessary to conduct such physical count at their own expense.
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. 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, 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. The Borrowers shall have conducted a physical count of their inventory observed by Regis Inventory Specialists.
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. 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. 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..........59 7.36
