Closing Date Inventory Statement Sample Clauses

Closing Date Inventory Statement. Within 90 days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a statement (the “Closing ​ Date Inventory Statement”) calculating in reasonable detail the actual amount and value of the Purchased Inventory as of the Closing Date in accordance with Schedule 2.5.3 (the “Closing Inventory Value”).
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Closing Date Inventory Statement. The net book value of the Inventory to be acquired by Polypride at the Closing shall be determined from a physical count (the "Closing Date Inventory Statement") of Poly-Cell's inventory of raw materials, work in process, finished goods, supplies and other items taken or observed by Polypride not more than five (5) days before the Closing Date, which Closing Date Inventory Statement shall be prepared in accordance with generally accepted accounting principles applied in a manner consistent with Poly-Cell's standard accounting practices as set forth in Section 7(g) and shall set forth the book value and location of the Inventory in reasonable detail. The Closing Date Inventory Statement shall be adjusted to the Closing Date by deducting from the Closing Date Inventory Statement the cost, determined in a manner consistent with Poly-Cell's standard accounting practices as set forth in Section 7(g), of any raw materials used in producing work-in- process or finished goods produced by Poly-Cell after the date on which the physical count is made and by adding to the Closing Date Inventory Statement an amount equal to the invoice cost of any raw materials received after such physical count is taken.
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Closing Date Inventory Statement. (a) After the Closing, the Buyer shall prepare an inventory statement (the "Closing Date Inventory Statement"), which shall include only (i) the Inventory Count (as determined in accordance with Section 3.1 and Section 3.5) as of the close of business on the day immediately preceding the Closing (the "Determination Time") and (ii) the resulting value of the Seller's Inventory, based upon the Inventory Count (the "Inventory Net Worth"). The Closing Date Inventory Statement shall be prepared in accordance with GAAP (except to the extent required by the application of Section 3.5(e)) and also in accordance with Section 3.5(e). Not later than thirty (30) days after the Closing, the Buyer shall deliver to the Seller the Closing Date Inventory Statement, together with a certificate of Lifetime, executed by its controller (or other individual acceptable to the Seller) (the "Buyer's Adjustment Certificate"), to the effect that the Closing Date Inventory Statement has been prepared in good faith and in accordance with Section 3.5(e) and this Section 3.6 and reflects, and to the best knowledge of the Buyer and Lifetime, fairly presents in accordance with the requirements of Section 3.5(e) and this Section 3.6, each of the items, and the amounts thereof as of the Determination Time, to be included on the Closing Date Inventory Statement and (ii) include a calculation showing, in reasonable detail, the calculation of the Adjustment Amount, if any, in accordance with Section 3.4 and the amount owed by the Seller to the Buyer or by the Buyer to the Seller, if any. (b) Any Adjustment Amount, to the extent not previously paid by adjustment of the Purchase Price paid at the Closing in accordance with Section 3.4 (c), shall be paid by the Party owing such Adjustment Amount within ten (10) days after delivery of the Buyer's Adjustment Certificate; provided, that if the Seller raises any issues in accordance with the procedures specified in Section 3.6(c), the Seller or the Buyer (as appropriate) shall pay the Adjustment Amount, if any, within ten (10) days after resolution pursuant to Section 3.6(c). Any Adjustment Amount required to be paid pursuant to this Section 3.6(b) shall be accompanied by interest at an annual rate equal to the rate announced from time to time by The Bank of New York as being its prime rate from the date of the Closing until the date of the payment of the amount. (c) The Closing Date Inventory Statement and the Buyer's Adjustment Certificate shall be...
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Closing Date Inventory Statement. (a) Within 45 days after the Closing Date, Seller shall deliver to Buyer a statement (the "Closing Date Inventory Statement") of the book value of Inventory of the Business as of the close of business on the Closing Date (the "Closing Date Inventory"), determined in accordance with U.S. generally accepted accounting principles ("GAAP"). The book value of Inventory included on the Closing Date Inventory Statement shall reflect a physical count of the Inventory conducted on the Closing Date and shall exclude any Inventory which is not usable or salable in the ordinary course of business. (b) For the purpose of the Closing Date Inventory Statement, Inventory that as of the Closing Date has an Age (as defined below) of 7 months or less shall be deemed usable or salable in the ordinary course of business. "Age" shall mean the number of months from the date of manufacture of any product to the Closing Date plus the number of months within which such product is expected to be sold based upon the 1996 sales for that period. For example, if 10,000 units of product on hand on the Closing Date was manufactured in the month of September, and the historical sales of such product for February and March 1996 [there are 5 months from September 1, 1996 (the date of manufacture) to February 3, 1997 (the Closing Date), and therefore there are 2 months remaining, i.e. February and March] were 4,000 units, then the Inventory that would be deemed to be usable or salable would equal 4,000 units. As to any product for which there is no sales data from February 1, 1996, in lieu of such historical sales data, Seller shall provide a forecast that it represents is a reasonable projection of what amount of Inventory could be sold to such customer. Any Inventory relating to a customer of the Products that is no longer a customer as of the Closing Date will be deemed unusable or unsalabe.
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Related to Closing Date Inventory Statement

  • Closing Financial Statements At least eight Business Days prior to the Effective Time of the Merger, Malvern shall provide First Bank with ▇▇▇▇▇▇▇’s consolidated financial statements presenting the financial condition of Malvern and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and Malvern’s consolidated results of operations for the period from January 1, 2022 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, that if the Effective Time of the Merger occurs on or before the 15th Business Day of the month, ▇▇▇▇▇▇▇ shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall be accompanied by a certificate of ▇▇▇▇▇▇▇’s chief financial officer, dated as of the date of delivery, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Malvern in all material respects. Such financial statements shall have been prepared in all material respects in accordance with GAAP, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall also reflect as of their date (a) accruals for (i) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for Malvern for services rendered in connection with the transactions contemplated by this Agreement, (ii) any employee severance, retention or change-in-control payments or expenses consistent with the terms of this Agreement, (iii) any payment made or expense accrued for the purchase of a directors’ and officers’ liability insurance policy pursuant to this Agreement, (iv) other third-party costs, fees and expenses incurred or accrued by Malvern in connection with the transactions contemplated by this Agreement, and in each case, paid by ▇▇▇▇▇▇▇ or payable by Malvern prior to the Effective Time, (v) losses incurred or accrued by ▇▇▇▇▇▇▇ relating to the loans listed in Section 8.2(f)(1) of Malvern’s Disclosure Memorandum, (vi) costs, fees expenses, or any other amounts or payments, incurred or accrued by Malvern in connection with the matter set forth in Section 8.2(f)(2) of Malvern’s Disclosure Memorandum, (vii) changes in accumulated other comprehensive income from September 30, 2022 through the Closing Date, and (viii) changes to changes to GAAP or regulatory accounting requirements, including GAAP shareholders’ equity as a result of the initial adoption of the Current Expected Credit Losses (CECL) Methodology and (b) the shareholders’ equity referenced in Section 8.2(f).

  • Closing Date Balance Sheet (a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

  • Estimated Closing Statement (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

  • Inventory Reports Within 15 days after the close of each fiscal month of Customer, a copy of the Inventory Report (as and to the extent applicable, breaking out Inventory by location, and separately reporting any work in process) of Customer as of the end of such fiscal month;

  • Financial Statement Audit If, during its fiscal year, Grantee expends less than $750,000 in Federal Awards, Grantee is subject to the following audit requirements: (i) If, during its fiscal year, Grantee expends $500,000 or more in Federal and state Awards, singularly or in any combination, from all sources, Grantee must have a financial statement audit conducted in accordance with the Generally Accepted Government Auditing Standards (GAGAS). Grantee may be subject to additional requirements in PART TWO, PART THREE or Exhibit G based on the Grantee’s risk profile. (ii) If, during its fiscal year, Grantee expends less than $500,000 in Federal and state Awards, singularly or in any combination, from all sources, but expends $300,000 or more in Federal and state Awards, singularly or in any combination, from all sources, Grantee must have a financial statement audit conducted in accordance with the Generally Accepted Auditing Standards (GAAS). (iii) If Grantee is a Local Education Agency (as defined in 34 CFR 77.1), Grantee shall have a financial statement audit conducted in accordance with GAGAS, as required by 23 Ill. Admin. Code 100.110, regardless of the dollar amount of expenditures of Federal and state Awards. (iv) If Grantee does not meet the requirements in subsections 15.3(b) and 15.3(c)(i- iii) but is required to have a financial statement audit conducted based on other regulatory requirements, Grantee must submit those audits for review. (v) Grantee must submit its financial statement audit report packet, as set forth in 44 Ill. Admin. Code 7000.90(h)(2) and the current GATA audit manual, to the Grantee Portal within the earlier of (i) 30 calendar days after receipt of the auditor’s report(s) or (ii) 6 months after the end of the Grantee’s audit period.