Closing Reports Sample Clauses

Closing Reports. Manager shall deliver a copy of the final form of each closing or settlement statement(s) that is prepared in connection with the closing and settlement of each Property acquisition to Parent following the closing of each Property acquisition, together with copies of the deed, title insurance policy and any other appurtenant closing documents.
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Closing Reports. Closing Fiscal and Closing Activity Reports shall describe all fiscal activities and all project activities and accomplishments covering the entire project period. The Closing Reports shall integrate and add to all previously submitted fiscal and activity reports. The Closing Fiscal Report shall also include documentation of all support (cash, in-kind, and/or other contribution) received from sources other than the OEEF in support of the activities of the Grant Project. The reports must be signed by two individuals, unless the parties agree otherwise. The reports may be signed by the Project Director, Authorizing Agent and/or Fiscal Agent. These Closing Reports are due 60 days from the end of the Project Period. These reports are due to the OEE Chief on FIELD( finalrep).
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Closing Reports. No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement of accounts receivable as of the Closing Date (the “Closing Accounts Receivable Statement”) and a statement, prepared in good faith, of the estimated amount of Assumed Liabilities (as defined below) of the Company as of the Closing Date (the “Closing Statement of Assumed Liabilities”), which statements shall be in form and substance reasonably satisfactory to Parent. As used in this Section 1.6, “Assumed Liabilities” shall mean the total liabilities of the Company as of the Closing Date, determined in accordance with GAAP (other than the Option Cash, which is a liability of the Company that will be assumed by Parent in connection with the Merger, but shall not be referred to in this Section 1.6 as an “Assumed Liability”), for the following types of liability, (i) accounts payable, (ii) accrued expenses, (iii) payroll and benefits of Persons who will be employees of the Company as of the Closing, (iv) $255,000 payable to persons who are holders of Company Options as of the date hereof in accordance with the terms of the Company’s accounts receivable plan (the “A/R Plan”), and (v) certain payables identified and agreed by the parties, as well as any payroll or related Taxes.
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Closing Reports. No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent the following statements, each prepared in good faith by the Company and each in form and substance reasonably acceptable to Parent: (1) a statement of the estimated amount of Assumed Assets (as defined below) of the Company as of the Closing Date (the “Closing Statement of Assumed Assets”); and (2) a statement of the estimated amount of Assumed Liabilities (as defined below) of the Company as of the Closing Date (the “Closing Statement of Assumed Liabilities”). As used in this Section 2.6(h):
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Closing Reports. ADJUSTMENTS TO PURCHASE PRICE . . . . . . . . . . 26
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Closing Reports. No later than 90 days after the Closing, Xxxx Xxx, at its cost and expense, shall prepare and close the financial books and records of the Business as of the close of business, Connecticut time, on the Closing Date, and, based on the Books and Records, shall prepare and deliver, or cause to be prepared and delivered, to the Company, a balance sheet, dated as of the effective date of the Closing (the "CLOSING DATE BALANCE SHEET"). Subject to SCHEDULE 3.3, the Closing Date Balance Sheet shall be prepared in accordance with generally accepted accounting principles, consistently applied in accordance with past practices of Xxxxxxx Xxxxx ("GAAP"), shall present fairly the financial condition of the Business as of the effective date of the Closing. In order that Purchaser may cause the preparation of the Closing Date Balance Sheet and Closing Statement, Purchaser and Sellers shall cause a physical count of Xxxxxxx Adler's Inventory on hand as of the Closing Date and Xxxxxxx Xxxxx shall cooperate and provide Purchaser, its representatives and agents with access to the Inventory for this purpose. Representatives of Xxxxxxx Xxxxx and its agents, including auditors, may be present during the Inventory count. As used herein, the term "CLOSING STATEMENT" shall mean the Closing Date Balance Sheet of the Business, adjusted to delete any items which are not included in the calculation of Closing Net Book Value. Purchaser shall deliver to the Company the Closing Date Balance Sheet and the Closing Statement, and if the Company objects to either, then within 30 calendar days of its receipt of the Closing Date Balance Sheet and Closing Statement, the Company shall give written notice (the "NOTICE") of its objections to Purchaser. During such 30-day period, Purchaser and Purchaser's accountants shall give the Company and its accountants access, upon reasonable notice and during normal business hours, to all books, records and work papers of Purchaser and its accountants related to the preparation or review audit of the Closing Date Balance Sheet and Closing Statement. If Purchaser has not received the Notice within such 30-day period, Sellers shall be deemed to have no objection to the Closing Statement and the Closing Statement shall become final and binding on the parties hereto for all purposes of this Agreement. The parties shall negotiate in good faith to resolve any disputes as promptly as practicable. If the parties are unable to resolve all disputes within twenty cale...
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Closing Reports. Sellers shall submit, to the Buyer, financial statements, which include at least balance sheets and relevant notes, of Cielo Telecom and the Acquired Assets from Cielo do Brasil and Cielo Indústria("Companies’ Financial Statements"), and an auditor report dated as of five (5) days prior to the Closing Date (whenever such Closing is to take place in accordance with this Agreement), provided that the auditor report and the Companies’ Financial Statements shall be prepared in accordance with US GAAP and in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) requirements. The Companies' Financial Statements and auditor report shall be signed by the Companies’ partners and a PCAOB qualified auditor, shall also contain an opinion from such qualified auditor, and the Schedule 3.2.2.1 of this Agreement shall be attached to such report(“Closing Reports”).If the results of the Closing Reports are in amounts lower than the amounts provided for in the Companies’ financial statements dated as of December 31, 2015 and/or in the 2015 forecast presented to Buyer, both attached hereto at Schedule 2.2.1, the Transaction Value shall be adjustedconsidering the possible differences verified
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Closing Reports. Preparation and audit, of the Closing Reports, as defined above at Section 2.2.2, by an auditor qualified under thePCAOB requirements. Sellers acknowledge and agree that this is necessary because Buyer is a subsidiary of a company which securities are traded on NASDAQ and, as such, it is required to report in accordance with the requirements of the Securities and Exchange Commitment (“SEC”). In consideration of PCAOB requirements, Sellers acknowledge that the auditor should present the qualification in accordance with the SEC, and an auditor other than the auditor of the December 31, 2015Reportsshallbe required. In view of that, as a Condition Precedent, adjustments will need to be made to the Closing Reports. For the sake of clarity, the financial statements used as basis for the Closing Reports should reflect only the Telecom Quotas and the Acquired Assets and liabilities under this Agreement, and shall not include related party balances or other assets or liabilities not transferred to Cielo Telecom or not acquired by Buyer. The Sellers shall provide prior written notice of at least ten (10) business days to Buyer to allow for Buyer representative to be present in the stock taking in favor of the Closing Reports. The date of the stocktaking will be coordinated between the Sellers and the Buyer.
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Related to Closing Reports

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Southwest shall provide Xxxxxxx with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the transactions contemplated by this Agreement.

  • Financial Statements, Reports Provide Bank with the following by submitting to the Financial Statement Repository or otherwise submitting to Bank:

  • Financial Statements, Reports, etc Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders):

  • Auditor's Reports Promptly upon receipt thereof, a copy of any other report or "management letter" submitted by independent accountants to any Consolidated Party in connection with any annual, interim or special audit of the books of such Person.

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Accounting Reports (a) By February 20 of each calendar year the General Partner shall provide to the Limited Partner and the Special Limited Partner all tax information necessary for the preparation of their federal and state income tax returns and other tax returns with regard to the jurisdiction(s) in which the Partnership is formed and in which the Project is located.

  • Trading Reports During such time as the Public Securities are listed on the Exchange, the Company shall provide to the Representative, at the Company’s expense, such reports published by Exchange relating to price trading of the Public Securities, as the Representative shall reasonably request.

  • Parent Reports; Financial Statements (i) Parent has delivered to the Company each registration statement, report, proxy statement or information statement prepared by the Parent since December 31, 2003, or each such document is available on the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “Parent Reports”). As of their respective dates (or, if amended, as of the date of such amendment), the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

  • Financial Statements, Reports, Certificates Deliver to Agent, with copies to each Lender (a) as soon as available, but in any event within 45 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet and income statement, in each case, on a consolidated basis, covering Borrower's operations during such period; (b) as soon as available, but in any event within 45 days after the end of each quarter during Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated basis, covering Borrower's operations during such period; and (c) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender a certificate signed by its chief financial officer to the effect that: (i) with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), or (iv), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements, papers related thereto.

  • Engineering Reports 45 Section 8.08

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