Common use of Cycle Counts Clause in Contracts

Cycle Counts. Until the Company’s delivery to the Buyer of the Estimated Closing Statement in accordance with Section 1.03(b) or the earlier termination of this Agreement pursuant to Section 9.01 hereof, the Company shall use its commercially reasonable efforts to perform cycle counts, in an amount and frequency and of a kind reasonably determined by the Company, in order to accurately identify the inventory and the value of such inventory for purposes of determining the Estimated Net Working Capital, to the extent reasonably practicable, in the Estimated Closing Statement. Within three business days prior to the Closing Date (and following at least two days’ advance notice to Seller), Buyer shall have the right to conduct test counts of inventory in a manner reasonably determined by Buyer in order to verify the inventory for purposes of evaluating the Estimated Net Working Capital.