Closing Date Financial Report definition

Closing Date Financial Report means collectively the financial documents and information prepared and to become final and conclusive in accordance with Article 7 for purpose of final determination of the Purchase Price;
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Closing Date Financial Report means an estimated balance sheet of the Company as of the Closing Date along with an estimate of Working Capital as of the Closing Date, prepared in accordance with Exhibit A, and an estimate of Inventory as of the Closing Date, all prepared by the Company consistent with the Company’s prior accounting practices.
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Closing Date Financial Report setting forth (i) a statement of the Closing Date Net Working Capital; and (ii) a calculation of the Working Capital Adjustment based on such report. The Purchaser shall bear any third-party expenses or fees incurred in preparing the Closing Date Financial Report. The Purchaser shall deliver or make available to the Sellers promptly, and in any event within five (5) Business Days after any written request, any work papers or other information used by the Purchasers in connection with the preparation of the Closing Date Financial Report requested by the Sellers. If the Sellers do not object in writing to the Closing Date Financial Report within thirty (30) days after its delivery to the Sellers, such Closing Date Financial Report will automatically become final and conclusive and the Closing Date Net Working Capital and the Working Capital Adjustment therein shall be the final Closing Date Net Working Capital and the final Working Capital Adjustment, respectively; provided that such 30-day period shall be tolled while Sellers are waiting to receive any work papers or other information reasonably requested by Sellers that were used by the Purchaser in connection with its preparation of the Closing Date Financial Report. In the event that the Sellers object in writing to the Closing Date Financial Report within such 30-day period, as extended, the Sellers and the Purchaser shall promptly meet and endeavor to reach agreement as to the content of the Closing Date Financial Report. If the Sellers and the Purchaser agree on the content of the Closing Date Financial Report, such Closing Date Financial Report will become final and conclusive. If the Sellers and the Purchaser are unable to reach agreement within fifteen (15) days after the delivery of such objection by the Sellers to the Closing Date Financial Report, then the Independent Accountants will promptly be retained to undertake a determination of the Closing Date Financial Report, which determination will be made as quickly as possible. Only disputed items (plus any items deemed by the Independent Accountants to be reasonably necessary to a determination of the disputed items) will be submitted to the Independent Accountants for review. In resolving any disputed item, the Independent Accountants may not assign a value to such item greater than the greatest value for such item claimed by either Party or less than the lowest value for such item claimed by either Party, in each case as presented to the Indep...
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Examples of Closing Date Financial Report in a sentence

  • All known liabilities have been incurred consistent with past practices, and such liabilities have been and will be properly reflected in the December 31 Combined Financial Statements, the Interim Financial Information and in the Closing Date Financial Report.

  • The Employees are and will at the Closing Date be the only employees of the FAST Operating Entities, and the FAST Operating Entities do not have any liabilities under labor laws (including under Italian law 1369/60 regarding intermediation of labor services and Spanish law 31/1995 dated November 8, 1995 on labor safety) except vis-a-vis the Employees and except as reflected in the December 31 Combined Financial Statements and in the Closing Date Financial Report.

  • Any third-party expenses or fees incurred in preparing or in connection with the Closing Date Financial Report shall be borne by both parties in equal parts.

  • In the event that Buyer objects to the Closing Date Financial Report within such 15 business day review period, the Principal Shareholders and Buyer shall promptly meet and endeavor to reach agreement as to the content of the Closing Date Financial Report.

  • The purchase price of such assets has either been paid in full or, if not paid in full, the delay of payment has been made in the ordinary course of business and according to commercial practice and the relevant liability for the balance to be paid will result included in the Closing Date Financial Report for purpose of Purchase Price adjustment, and no pledge or industrial privilege, reserve of title, lien or any type of Encumbrance or claim or other charges in favor of third party exists.

  • In the event that the Sellers object in writing to the Closing Date Financial Report within such 30-day period, as extended, the Sellers and the Purchaser shall promptly meet and endeavor to reach agreement as to the content of the Closing Date Financial Report.

  • If the Sellers and the Purchaser agree on the content of the Closing Date Financial Report, such Closing Date Financial Report will become final and conclusive.

  • In the event that Buyer objects within the 30-day review period, Sellers and Buyer shall promptly meet and endeavor to reach an agreement as to the content of the Closing Date Financial Report.

  • As promptly as reasonably practicable and, in any event, not later than 90 days after the Closing, Sellers' Accountants shall deliver to Buyer the Closing Date Financial Report (it is agreed that the "Nota Integrativa" and the "Relazione sulla Gestione" will not be required) and shall make available any work papers or other information then or thereafter requested by Buyer.

  • The Purchaser shall deliver or make available to the Sellers promptly, and in any event within five (5) Business Days after any written request, any work papers or other information used by the Purchasers in connection with the preparation of the Closing Date Financial Report requested by the Sellers.


More Definitions of Closing Date Financial Report

Closing Date Financial Report shall have the meaning set forth in Section 2.3(a) hereof.
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Related to Closing Date Financial Report

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • Audited financial report means and includes those items specified in Section 5 of this regulation.

  • Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;

  • GLJ Report means the independent engineering reserves evaluation of certain oil, NGL and natural gas interests of the Company prepared by GLJ dated February 11, 2022 and effective December 31, 2021.

  • MI Report means a report containing Management Information submitted to the Authority in accordance with Framework Schedule 8 (Management Information);

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Applicable Financial Statements means, as at any date, the most-recent audited financial statements of the Borrower delivered to the Lenders; provided that if immediately prior to the delivery to the Lenders of new audited financial statements of the Borrower a Material Adverse Change (the “Pre-existing MAC”) shall exist (regardless of when it occurred), then the “Applicable Financial Statements” as at said date means the Applicable Financial Statements in effect immediately prior to such delivery until such time as the Pre-existing MAC shall no longer exist.

  • Financial Monitoring Report or “FMR” means each report prepared in accordance with Section 4.02 of this Agreement;

  • CMSA Comparative Financial Status Report The monthly report in "Comparative Financial Status Report" format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CMSA for commercial mortgage securities transactions generally and, insofar as it requires the presentation of information in addition to that called for by the form of the "Comparative Financial Status Report" available as of the Closing Date on the CMSA website, is reasonably acceptable to the Master Servicer or the Special Servicer, as applicable.

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Financial Statement Date means December 31, 1999.

  • CREFC® Comparative Financial Status Report The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

  • Financial Reports means the Annual Financial Statements and the Interim Accounts.

  • Comparative Financial Status Report format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

  • Supplemental Report means a Supplemental Report delivered by the Issuer to Treasury pursuant to the Definitive Agreement.

  • Initial Financial Statements means, collectively, (a) the audited annual consolidated financial statements of the Borrower dated as of December 31, 2014 and (b) the unaudited quarterly consolidated financial statements of the Borrower dated as of September 30, 2015.

  • Monthly Financial Statements is defined in Section 6.2(c).

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

  • ESDM Report means the Emission Summary and Dispersion Modelling Report prepared in accordance with the Procedure Document by Envision Compliance and dated July 3, 2007 submitted in support of the application, and includes any amendments to the ESDM Report listed in Schedule A and all up-dated ESDM Reports prepared as required by the Documentation Requirements conditions of this Certificate.

  • Annual Financial Statement is defined in Section 10.1(a).

  • Quarterly Financial Statements is defined in Section 6.2(a).

  • Target Financial Statements has the meaning set forth in Section 3.4.

  • Annual Financial Statements has the meaning set forth in Section 3.06.

  • Financial Statements Date shall have the meaning ascribed to it in Section 3.7.

  • Year-End Financial Statements has the meaning set forth in Section 3.06.