Common use of Accounting Procedures Clause in Contracts

Accounting Procedures. The Buyer Purchase Price Calculations and the components thereof (as set forth in the Closing Statement), shall be determined based on consolidated balance sheets for the Transferred Entities as at the Calculation Time, and prepared in accordance with the Accounting Principles and Exhibit A or Exhibit B (as applicable); except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii) shall be based on facts and circumstances as they exist as at the Calculation Time and shall exclude the effect of any act, decision or event occurring after such time; (iii) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP; and (iv) shall calculate any reserves, accruals or other non-cash expense items on a daily accrual (as opposed to monthly accrual) basis to account for a Calculation Time that occurs on any date other than the last day of a calendar month. For the avoidance of doubt: (1) in the event that there is any inconsistency between the Accounting Principles, on the one hand, and the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable), on the other hand, the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable) shall apply; and (2) no amount shall be double-counted in calculating the amounts comprising either the Estimated Purchase Price or the Final Purchase Price.

Accounting Procedures. The Buyer Estimated Purchase Price, the Proposed Purchase Price Calculations Calculations, the Final Purchase Price and the components thereof (as set forth in the Closing Statement), determinations and calculations contained therein shall be determined prepared and calculated based on consolidated balance sheets for financial statements the Transferred Entities as at the Calculation Time, Company and its Subsidiaries prepared in accordance with GAAP, applied in a manner consistent with the Accounting Principles and methodologies and sample calculation of Net Working Capital set forth on Exhibit A or Exhibit B (as applicable); B, except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; , (ii) shall be based on facts and circumstances as they exist as at prior to the Calculation Time Closing and shall exclude the effect of any act, decision or event occurring after such time; the open of business on the Closing Date, (iii) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP; GAAP and (iv) shall calculate any reserves, accruals or other non-cash expense items on a daily accrual pro rata (as opposed to monthly accrual) basis to account for a Calculation Time Closing that occurs on any date other than the last day of a calendar month. For the avoidance of doubt: (1) , in the event that there is any inconsistency between the Accounting Principles, on the one hand, GAAP and the methodologiesaccounting principles and methodologies and sample calculation of Net Working Capital set forth on Exhibit B, rules, example calculations the accounting principles and notes reflected in Exhibit A or methodologies and sample calculation of Net Working Capital set forth on Exhibit B (as applicable), on the other hand, the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable) shall apply; and (2) . For the avoidance of doubt, no amount shall be double-counted in calculating the amounts comprising either the Estimated Purchase Price or the Final Purchase PricePrices.

Accounting Procedures. The Estimated Adjustment Amount, the Buyer Purchase Price Calculations Proposed Calculations, the Final Adjustment Amount and the components thereof calculations contained therein (as set forth in other than the Closing Statement), calculation of the Client Consent Adjustment Amount) shall be determined based on the consolidated balance sheets for of the Transferred Entities Acquired Companies as at the Calculation Time, prepared consistently with the Audited Financial Statements and prepared in accordance with GAAP and the Accounting Principles principles, methodologies, policies, notes and procedures set forth in Exhibit A or Exhibit B (as applicable); except that such statementsA, calculations and determinations: which, for the avoidance of doubt, includes an illustrative calculation of (i) the Net Working Capital Adjustment Amount and (ii) the Final Adjustment Amount. Notwithstanding the foregoing, such principles, methodologies, policies, notes, procedures and determinations shall (A) not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; Transactions, (iiB) shall be based on facts and circumstances as they exist as at the Calculation Time and shall exclude the effect of any act, decision or event occurring after such time; time (iiiother than any action, decision or event taken by any Acquired Company in breach of this Agreement), (C) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP; GAAP and (ivD) shall calculate any reserves, accruals or other non-cash expense items on a daily accrual (as opposed to monthly accrual) basis to account for a Calculation Time that occurs on any date other than the last day of a calendar month. For the avoidance of doubt: (1) , in the event that there is any inconsistency between the Accounting Principles, on the one hand, GAAP and the principles, methodologies, rulespolicies, example calculations notes and notes reflected procedures set forth in Exhibit A or Exhibit B (as applicable), on for the other handsample calculation of the Closing Date Net Working Capital, the principles, methodologies, rulespolicies, example calculations notes and notes reflected procedures set forth in Exhibit A or Exhibit B (as applicable) shall apply; and (2) no amount shall be double-counted in calculating the amounts comprising either the Estimated Purchase Price or the Final Purchase Priceprevail.

Accounting Procedures. The Estimated Closing Purchase Price, the Buyer Proposed Calculations, the Closing Purchase Price Calculations Price, the Seller Statement, the Closing Statement and the components thereof calculations contained therein (as set forth in other than the Closing Statement), calculation of the Client Consent Adjustment Amount) shall be determined based on consolidated GAAP, to the extent consistent with GAAP, the principles, methodologies, policies, notes and procedures applied in the preparation of the unaudited combined balance sheets of the Acquired Companies as of December 31, 2017 as set forth on Exhibit A and the principles set forth on Section 2.4(d) of the Seller Disclosure Schedule, which, for the Transferred Entities as at avoidance of doubt, includes an illustrative calculation of the Calculation TimeClosing Date Net Working Capital. Notwithstanding the foregoing, such principles, methodologies, policies, notes, procedures and prepared in accordance with the Accounting Principles and Exhibit A or Exhibit B determinations shall (as applicable); except that such statements, calculations and determinations: (iA) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; Transactions, (iiB) shall be based on facts and circumstances as they exist as at the Calculation Time and shall exclude the effect of any act, decision or event occurring after such time; time (iiiexcept with respect to Covered Transaction Costs, which shall be based on facts and circumstances as they exist as of the Closing and shall exclude the effect of any act, decision or event occurring after the Closing), (C) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP; and (ivD) shall calculate any reserves, accruals or other non-cash expense items items, prepaid expenses and other current assets on a daily accrual (as opposed to monthly accrual) basis to account for a Calculation Time (or in the case of Covered Transaction Costs, the Closing) that occurs on any date other than the last day of a calendar month. For the avoidance of doubt: (1) in the event that there is any inconsistency between the Accounting Principles, on the one hand, and the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable), on the other hand, the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable) shall apply; and (2) no amount shall be double-counted in calculating the amounts comprising either the Estimated Purchase Price or the Final Purchase Price.

Accounting Procedures. The Buyer Purchase Price Calculations and the components thereof (as set forth in the Estimated Closing Statement), the Proposed Closing Date Calculations, any determinations and calculations prepared or used by the Accounting Firm in its determination of the Merger Consideration and any estimates, determinations and calculations contained therein shall be determined based prepared and calculated on a consolidated balance sheets basis for the Transferred Entities as at the Calculation Time, and prepared Group Companies in accordance with the following: (i) GAAP; and (ii) to the extent not inconsistent with GAAP, using the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied by the Group Companies in the preparation of the 2022 Audited Financial Statements; provided, however, that all estimates, determinations and calculations of Net Working Capital included in the Estimated Closing Statement, the Proposed Closing Date Calculations and any determinations and calculations prepared or used by the Accounting Principles Firm in its determination of the Merger Consideration shall be prepared and Exhibit A or Exhibit B (as applicable); except that calculated on a consolidated basis for the Group Companies in accordance with the accounting methods, policies, procedures, and categorizations set forth on Schedule 1.6(g) attached hereto, including the Example Statement of Net Working Capital included therein. Notwithstanding the foregoing, such statements, estimates, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this AgreementTransactions; (ii) shall be based on facts and circumstances as they exist as at prior to the Calculation Time Closing and shall exclude the effect of any act, decision or event occurring on or after such timethe Closing; (iii) to the extent not inconsistent with the methodologies and practices described in first sentence of this Section 1.6(g), shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP; and (iv) shall calculate any reserves, accruals or other non-cash expense items on a daily accrual (as opposed to monthly accrual) basis to account for a Calculation Time that occurs on any date other than the last day of a calendar month. For the avoidance of doubt: (1) in the event that there is any inconsistency between the Accounting Principles, on the one hand, and the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable), on the other hand, the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable) shall apply; and (2) no amount shall be double-counted in calculating the amounts comprising either the Estimated Purchase Price or the Final Purchase PriceAgreement.