Closing Report. At the Closing, the Sellers shall deliver to the Buyer a report ("Sellers' Closing Report") which sets forth and calculates the Accounts Amount and the Inventory Amount and the sum thereof for each Seller and the total of such sums, which shall be referred to herein as the "Estimated Current Asset Amount."
Closing Report. On the Closing Date, the Company shall deliver to the Parent a report (“Estimated Closing Report”) which identifies (i) the Estimated Accounts Receivable Amount, (ii) the Closing RM/WIP/FG Amount, and (iii) the Company’s estimate of (A) its cash and cash equivalents as of the Closing Date (the “Cash Amount”), (B) its prepaid assets as of the Closing Date (the “Prepaid Assets Amount”) and (C) its current liabilities as of the Closing Date (the “Liabilities Amount”), in each case determined in accordance with GAAP and in a manner consistent with the preparation of the Financial Statements. The sum of the estimated Accounts Receivable Amount plus the Closing RM/WIP/FG Amount plus the Cash Amount plus the Prepaid Assets Amount and minus the Liabilities Amount, as set forth in the Estimated Closing Report, shall be referred to herein as the “Estimated Working Capital Amount.” The Estimated Working Capital Amount shall be calculated in the same manner as the Benchmark Working Capital Amount, which is calculated as shown on Schedule 1.7(c) attached hereto. Notwithstanding the foregoing, the Liabilities Amount shall include any and all amounts (i) due and owing to any former employees of the Company pursuant to chapter 149, section 183 of the Massachusetts General Laws to the extent arising from the termination of such employee’s employment with the Company prior to the Closing; (ii) due and owing to Xxxxxx Xxxxxxxxx to the extent arising from the termination of his employment (whether resulting from obligations under that certain Employment Severance Agreement dated as of March 31, 2004 by and between Xxxxxx Xxxxxxxxx and the Company or otherwise); and (iii) required to be expended in order to obtain all those software licenses necessary to operate the Business in the manner in which it is currently being operated and in compliance with applicable Law.
Closing Report. As soon as practical after the end of the Performance Period, the Administrator shall file a closing Report, and Defence Counsel shall file a Motion for Closing Judgment within thirty (30) days of the end of said closing report.
Closing Report. As soon as available and in any event within fifteen (15) Business Days after the end of each Calendar Month, a monthly report of all Unit and other sales closed on the previous rolling month, in form and substance satisfactory to Administrative Agent, together with a reconciliation of the most recently submitted Borrowing Base Report and recalculation of the Borrowing Base after giving effect to such closings. For purposes of this paragraph, a sale will be deemed to have closed when Title Company has received all funds necessary to close the sale and to pay Administrative Agent all sums owed to Administrative Agent pursuant to Section 3.17 hereof.
Closing Report. Upon Closing, Nesco shall prepare and cause its counsel to prepare and provide to HDS and its counsel for review, a Current Report on Form 8-K for filing with the SEC with respect to the consummation of the transactions contemplated by this Agreement (the "Closing Report"). HDS and its counsel shall provide Nesco and its counsel with any comments on the draft of the Closing 8-K no later than one business day prior to the due date for filing same with the SEC, provided that HDS and its counsel shall have received a draft of same no later than five (5) business days prior to such due date. HDS shall provide Nesco with such information as Nesco may reasonably request in connection with the preparation of the Closing 8-K. HDS and Nesco shall, and shall cause their respective auditors to, cooperate in the preparation of the financial statements required to be filed with or as an amendment to the Closing Report (the "Exchange Financial Statements").
Closing Report. No later than ninety (90) days after the Closing Date, Buyer, at its sole expense, shall deliver to Seller a closing statement (the “Proposed Closing Statement”) setting forth in reasonable detail Buyer’s proposed calculation of the Net Working Capital of the Company as of the opening of business on the Closing Date, prepared in accordance with GAAP as applied by the Company in its preparation of the Financial Statements, along with any work papers, trial balances and similar materials relating to the Proposed Closing Statement.
Closing Report. CONTRACTOR shall develop and provide a comprehensive close out report of program outcomes, services delivered, challenges, and achievements, and may be requested to present the report at a County organized, public meeting. The report shall include at minimum, the following indicators:
I.3.1 Summary of each client exit, reason and destination.
I.3.2 Number and percentage of unsheltered individuals who entered the program and subsequently transitioned to permanent housing (including placement type and County of exit, where possible), disaggregated by race and ethnicity.
I.3.3 Number and percentage of individuals connected to or maintaining enrollment in mainstream benefits, by type of benefit.
I.3.4 Number and percentage of individuals who received flexible funding assistance, and the amount dispersed.
I.3.5 Photos, graphics, and tables which highlight and summarize the information and data contained within the report.
Closing Report. Prior to the Closing, the Secured Party shall eceive an official report from the Secretary of State of each Collateral State, Chief Executive Office State and the Debtor State (the "SOS Reports") indicating that the Secured Party's security interest in the Collateral is prior to all other security interests or other interests reflected in such report with the exception of the Permitted Liens. Each such SOS Report shall be obtained at the cost and expense of Debtor, and in the event the Secured Party obtains any such report, the Debtor shall reimburse the Secured Party on demand for the cost and expense thereof.
Closing Report. (a) As soon as reasonably practicable following the Effective Time, and in any event within 60 days thereof, Parent shall prepare and deliver to the Stockholder and the Special Committee a report (the “Closing Report”) setting forth:
(i) the unaudited consolidated balance sheet as of the close of business on the Closing Date (but without giving effect to the consummation of the Merger) of Parent and its Subsidiaries, prepared in accordance with GAAP on a basis consistent with the Parent Latest Balance Sheet (but without giving effect to the consummation of the Merger);
(ii) the unaudited consolidated balance sheet as of the close of business on the Closing Date of the Company and its Subsidiaries, prepared in accordance with GAAP on a basis consistent with the Latest Balance Sheet (but without giving effect to the consummation of the Merger);
(iii) the unaudited consolidated statement of income for the Measurement Period of the Company and its Subsidiaries, prepared in accordance with GAAP on a basis consistent with the Latest Financial Statements, together with its calculation of actual Company Adjusted EBITDA and Estimated Company Pre-Merger Value;
(iv) a statement of the actual Office Building Value (if applicable), the Jamul Land Proceeds, Parent Excess Cash, Parent Outstanding Debt, Parent Merger Expenses, Company Excess Cash, Company Merger Expenses and Company Outstanding Debt, together with reasonable supporting documentation;
(v) a statement of the Net Working Capital Balance of each of Parent and the Company, together with reasonable supporting documentation;
(vi) its calculation of the final Parent Pre-Merger Value and Company Pre-Merger Value; and
(vii) its calculation of the final Parent Stockholder Percentage, Company Stockholder Percentage, Merger Share Price and Merger Consideration.
(b) Following the Effective Time, Parent shall give each of the Stockholder and the Special Committee and their respective Representatives access to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of Parent, the Company and their respective Subsidiaries relating to the preparation of the Closing Report and shall cause the personnel of Parent, the Company and its Subsidiaries to cooperate with the Stockholder and the Special Committee in connection with their respective review of the Closing Report.
(c) If either the Stockholder or the Special Committee shall disagree with any calcula...
