Who actually counts the cash register and inventory on the morning of closing?

This is normally done jointly, with the buyer (or their representative) and the seller physically walking through and counting together, sometimes with an independent person brought in specifically for the count on larger or more complex deals. The purchase agreement should spell out the method in advance — how inventory is valued, what's included, and how cash on hand is verified — so the morning-of count isn't the first time anyone has thought about the process.

The figures from this count typically feed directly into the working-capital adjustment or the statement of adjustments that determines the final purchase price, which is exactly why it matters who does the counting and how carefully it's documented. If the buyer and seller disagree about the count itself, most agreements route that kind of dispute to a defined resolution process — often referral to an independent accountant — rather than leaving it to be argued out on the spot. Bring someone you trust to the count, and keep your own written record of what was actually counted.