Closing Report. 6.5 As soon as practical after the end of the Performance Period, the Administrator shall file a closing Report, and Defence Counsel shall file a Motion for Closing Judgment within thirty (30) days of the end of said closing report.
Closing Report. At the Closing, the Sellers shall deliver to the Buyer a report ("Sellers' Closing Report") which identifies the Accounts Amount and the Inventory Amount. The sum of the Accounts Amount plus the Inventory Amount set forth in the Sellers' Closing Report shall be referred to herein as the "Estimated Current Asset Amount."
Closing Report. On the Closing Date, the Company shall deliver to the Parent a report (“Estimated Closing Report”) which identifies (i) the Estimated Accounts Receivable Amount, (ii) the Closing RM/WIP/FG Amount, and (iii) the Company’s estimate of (A) its cash and cash equivalents as of the Closing Date (the “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 Amount”), in each case determined in accordance with GAAP and in a manner consistent with the preparation of the Financial Statements. The sum of the estimated Accounts Receivable Amount plus the Closing RM/WIP/FG Amount plus the Cash Amount plus the Prepaid Assets Amount and minus the Liabilities Amount, as set forth in the 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 Xxxxxx Xxxxxxxxx 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 Xxxxxx Xxxxxxxxx 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.
Closing Report. As promptly as practicable following the completion of the Physical Inventory and not more than 30 days following the Closing Date, Purchaser shall provide Seller with a written report (the "Closing Report") 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:
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Closing Report. Prior to the Closing, the Secured Party shall eceive an official report from the Secretary of State of each Collateral State, Chief Executive Office State and the Debtor State (the "SOS Reports") indicating that the Secured Party's security interest in the Collateral is prior to all other security interests or other interests reflected in such report with the exception of the Permitted Liens. Each such SOS Report shall be obtained at the cost and expense of Debtor, and in the event the Secured Party obtains any such report, the Debtor shall reimburse the Secured Party on demand for the cost and expense thereof.
Closing Report. No later than ninety (90) days after the Closing Date, Buyer, at its sole expense, shall deliver to Seller a closing statement (the “Proposed Closing Statement”) setting forth in reasonable detail Buyer’s proposed calculation of the Net Working Capital of the Company as of the opening of business on the Closing Date, prepared in accordance with GAAP as applied by the Company in its preparation of the Financial Statements, along with any work papers, trial balances and similar materials relating to the Proposed Closing Statement.
Closing Report. Upon Closing, Nesco shall prepare and cause its counsel to prepare and provide to HDS and its counsel for review, a Current Report on Form 8-K for filing with the SEC with respect to the consummation of the transactions contemplated by this Agreement (the "Closing Report"). HDS and its counsel shall provide Nesco and its counsel with any comments on the draft of the Closing 8-K no later than one business day prior to the due date for filing same with the SEC, provided that HDS and its counsel shall have received a draft of same no later than five (5) business days prior to such due date. HDS shall provide Nesco with such information as Nesco may reasonably request in connection with the preparation of the Closing 8-K. HDS and Nesco shall, and shall cause their respective auditors to, cooperate in the preparation of the financial statements required to be filed with or as an amendment to the Closing Report (the "Exchange Financial Statements").
Closing Report. Purchaser shall have received a Closing Report reasonably acceptable to Purchaser. (g)
