Common use of Closing Report Clause in Contracts

Closing Report. On the second (2nd) Business Day prior to the Closing, the Sellers shall deliver to the Buyers a report ("Sellers' Estimated Closing Report") which identifies (i) the Estimated Accounts Receivable Amount, (ii) the Estimated Inventory Amount, (iii) the Estimated Accounts Payable Amount and (iv) the Sellers' estimate of all Liabilities of the Foreign Corporations (other than Accounts Payable and Liabilities for Taxes) as of the Closing Date but only to the extent that such Liabilities are required to be reflected on a balance sheet prepared in accordance with U.S. GAAP and in a manner consistent with the preparation of the Financial Statements (the "Estimated Foreign Corporation Closing Liabilities"). Within five (5) Business Days after the Closing, the Sellers shall, working in cooperation with the Buyers, deliver a report (the "Sellers' Closing Report") which identifies (i) the dollar value of all Accounts Receivable (the "Accounts Receivable Amount") and Accounts Payable (the "Accounts Payable Amount") as of the Closing Date, determined using the procedures and methodologies set forth in Section 3.2(a), (ii) the value of the Inventory of the Business as of the Closing Date, determined using the methodologies and procedures set forth in Section 3.2(b) (the "Inventory Amount") and (iii) all Liabilities of the Foreign Corporations (other than Accounts Payable and Liabilities for Taxes) as of the Closing Date, but only to the extent that such Liabilities are required to be reflected on a balance sheet prepared in accordance with U.S. GAAP and in a manner consistent with the preparation of the Financial Statements (the "Foreign Corporation Closing Liabilities"). The sum of the Accounts Receivable Amount plus the Inventory Amount, less the Accounts Payable Amount and less the Foreign Corporation Closing Liabilities, in each case as set forth in the Sellers' Closing Report, shall be referred to herein as the "Estimated Working Capital Amount."

Closing Report. On As promptly as practicable following the second (2nd) Business Day prior to completion of the ClosingPhysical Inventory and not more than 30 days following the Closing Date, the Sellers Purchaser shall deliver to the Buyers provide Seller with a written report (the "Sellers' Estimated Closing Report") which identifies reflecting the final list and valuation of Purchased Assets and the final list of Assumed Liabilities, including all prorations, and the resulting calculation of Net Assets, together with supporting detail and other documentation including details of receivables and payables; and Purchaser shall promptly provide Seller with such additional supporting information available to Purchaser as Seller may from time to time thereafter request. Net Assets shall be calculated in the same manner as the calculation reflected in Exhibit A, but using appropriate line items and valuations determined pursuant to Article I and this Section 2.3. To the extent not expressly provided for in this Agreement, the composition of the line items, and all amounts, on the Closing Report shall be determined in accordance with generally accepted accounting principles consistently applied over all relevant periods ("GAAP"), subject to the following specific instructions: (i) The Allowance for Bad Debts shall not be less than a number which bears the Estimated same proportion to Accounts Receivable Amountas the Allowance for Bad Debts set forth on Exhibit A bears to the Accounts Receivable set forth on Exhibit A, unless otherwise specifically consented to by Purchaser, which consent shall not be unreasonably withheld, based upon actual information available at Closing; (ii) Inventory shall be valued at the Estimated Inventory Amountlower of FIFO cost or market value, which Seller represents to be consistent with Seller's historical accounting practices historically applied; (iii) The Obsolescence Reserve shall be equal to the Estimated Accounts Payable Amount and value of Inventory which is not then usable or salable in the ordinary course of business, as determined on the basis of the Physical Inventory; (iv) the Sellers' estimate of all Liabilities of the Foreign Corporations (other than Accounts Payable and Liabilities for Taxes) as of the Closing Date but only to the extent that such Liabilities are required to be reflected on a balance sheet prepared in accordance with U.S. GAAP and in a manner consistent with the preparation of the Financial Statements (the "Estimated Foreign Corporation Closing Liabilities"). Within five (5) Business Days after the Closing, the Sellers shall, working in cooperation with the Buyers, deliver a report (the "Sellers' Closing Report") which identifies (i) the dollar value of all Accounts Receivable (the "Accounts Receivable Amount") and Accounts Payable (the "Accounts Payable Amount") as of the Closing Date, determined using the procedures and methodologies set forth in Section 3.2(a), (ii) the value of the Inventory of the Business as of the Closing Date, determined using the methodologies and procedures set forth in Section 3.2(b) (the "Inventory Amount") and (iii) all Liabilities of the Foreign Corporations (other than Accounts Payable and Liabilities for Taxes) as of the Closing Date, but only to the extent that such Liabilities are required to be reflected on a balance sheet prepared in accordance with U.S. GAAP and in a manner consistent with the preparation of the Financial Statements (the "Foreign Corporation Closing Liabilities"). The sum of the Accounts Receivable Amount plus the Inventory Amount, less the Accounts Payable Amount and less the Foreign Corporation Closing Liabilities, in each case as set forth in the Sellers' Closing Report, Other Current Assets shall be referred to herein as the "Estimated Working Capital Amount."not include any deferred taxes or any book v. tax adjustments;

Closing Report. On the second (2nd) Business Day prior to the ClosingClosing Date, the Sellers Company shall deliver to the Buyers Parent a report ("Sellers' “Estimated Closing Report"”) which identifies (i) the Estimated Accounts Receivable Amount, (ii) the Estimated Inventory Closing RM/WIP/FG Amount, and (iii) the Estimated Accounts Payable Amount and (iv) the Sellers' Company’s estimate of all Liabilities of the Foreign Corporations (other than Accounts Payable A) its cash and Liabilities for Taxes) cash equivalents as of the Closing Date but only to (the extent that such “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 are required to be reflected on a balance sheet prepared Amount”), in each case determined in accordance with U.S. GAAP and in a manner consistent with the preparation of the Financial Statements (the "Estimated Foreign Corporation Closing Liabilities"). Within five (5) Business Days after the Closing, the Sellers shall, working in cooperation with the Buyers, deliver a report (the "Sellers' Closing Report") which identifies (i) the dollar value of all Accounts Receivable (the "Accounts Receivable Amount") and Accounts Payable (the "Accounts Payable Amount") as of the Closing Date, determined using the procedures and methodologies set forth in Section 3.2(a), (ii) the value of the Inventory of the Business as of the Closing Date, determined using the methodologies and procedures set forth in Section 3.2(b) (the "Inventory Amount") and (iii) all Liabilities of the Foreign Corporations (other than Accounts Payable and Liabilities for Taxes) as of the Closing Date, but only to the extent that such Liabilities are required to be reflected on a balance sheet prepared in accordance with U.S. GAAP and in a manner consistent with the preparation of the Financial Statements (the "Foreign Corporation Closing Liabilities")Statements. The sum of the estimated Accounts Receivable Amount plus the Inventory Closing RM/WIP/FG Amount plus the Cash Amount plus the Prepaid Assets Amount and minus the Liabilities Amount, less the Accounts Payable Amount and less the Foreign Corporation Closing Liabilities, in each case as set forth in the Sellers' 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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.