Closing Reports Sample Clauses
The Closing Reports clause requires the preparation and delivery of formal reports summarizing the status and outcomes of a transaction at its conclusion. Typically, these reports detail the completion of all required actions, list any outstanding items, and confirm that all closing conditions have been met. This clause ensures that both parties have a clear, documented record of the transaction’s final state, helping to prevent future disputes and providing a reference point for any post-closing obligations.
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.
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 Fiscal Report shall also include documentation of all contributions (cash, in-kind, and/or any other) 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 sixty days from the end of the Project Period. These reports are due to the OEE Chief on x/x/20xx.
Closing Reports. No later than 90 days after the Closing, ▇▇▇▇ ▇▇▇, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("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 ▇▇▇▇▇▇▇ Adler's Inventory on hand as of the Closing Date and ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall cooperate and provide Purchaser, its representatives and agents with access to the Inventory for this purpose. Representatives of ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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...
Closing Reports. ADJUSTMENTS TO PURCHASE PRICE . . . . . . . . . . 26
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):
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
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.
Closing Reports. At the conclusion of each trading day, the Processor shall disseminate a ‘‘closing price’’ for each Eligible Security. Such ‘‘closing price’’ shall be the price of the last Transaction Report in such security received prior to dissemination. The Processor shall also tabulate and disseminate at the conclusion of each trading day the aggregate volume reflected by all Transaction Reports in Eligible Securities reported by the Participants.
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.