Common use of Inventory Count Clause in Contracts

Inventory Count. At the close of business on the day immediately prior to the Closing Date, Seller shall take a physical count of the Inventory at each of the Facilities and shall review reports regarding Inventory managed by Seller’s customers through a vendor managed inventory system (“VMI”), using methods consistent with its past practice with respect to the Business (including those set forth in Schedule 11.1(h)), in which count and review Buyer shall be permitted to observe and participate, which shall be the sole Inventory count and review used in connection with the preparation of the Closing Statement and otherwise in the calculation of the Net Working Capital, absent manifest error.