Audited 2000 Financial Statements Sample Clauses

Audited 2000 Financial Statements. The consolidated financial position of Parent and its Subsidiaries and the consolidated results of their operations presented in the audited consolidated balance sheet dated as of December 31, 2000 and the audited consolidated statement of income for the twelve-month period ended December 31, 2000, respectively, delivered to Diamond after the date of this Agreement will not differ materially from the consolidated financial position of Parent and its Subsidiaries and the consolidated results of their operations presented in the Unaudited Parent 2000 Financial Statements.

Audited 2000 Financial Statements. The consolidated financial position of Diamond and its Subsidiaries and the consolidated results of their operations and cash flows presented in the Audited 2000 Financial Statements delivered to Parent after the date of this Agreement will not differ materially from the consolidated financial position of Diamond and its Subsidiaries and the consolidated results of their operations and cash flows presented in the Unaudited 2000 Financial Statements.

Audited 2000 Financial Statements. After the first anniversary of the Closing, Buyer shall, at Buyer's expense, cause KPMG Peat Marwick, L.L.P. to prepare and deliver to the Buyer and to the Company an audited balance sheet and statement of income of the business conducted by Buyer with the Assets after the Closing for the period ending on the first anniversary of the Closing (collectively, the "Audited 2000 Statements"), in accordance with generally accepted accounting principles and applying the "percentage of completion" method of accounting. Within 30 days after the delivery of the Audited 2000 Statements, the Company shall notify Buyer in writing of any objections of the Company to such Audited 2000 Statements, specifying in reasonable detail any such objections, and if the Company fails to notify the Buyer in writing of any objections within such period the Company shall be deemed to have agreed to the Audited 2000 Statements. If the Company does not so object or if the Company and the Buyer agree on the resolution of all such objections, the Audited 2000 Statements (with any such changes as may have been agreed) shall be final and binding. The Company and the Buyer shall negotiate in good faith to attempt to resolve any such objections, provided that the Company and the Buyer shall each have the right, at any time, to unilaterally terminate in writing all discussions with respect to such objections or changes. Not later than ten business days after either the Company or the Buyer shall have terminated such discussions, all such disputed items shall be submitted for resolution to a certified public accounting firm of national standing designated by the Company and the Buyer (the "Auditor"), which Auditor shall be independent of and have no ongoing business relationship with any of the Company, Buyer or their respective affiliates. The Company and the Buyer shall each (i) cooperate fully with the Auditor and furnish to the Auditor such work papers and other documents and information as the Auditor may request, (ii) bear 50% of the fees and expenses of the Auditor incurred in connection with the dispute resolution procedure pursuant to this Section, and (iii) be afforded an opportunity to present to the Auditor any material it deems relevant and to discuss the matters in dispute with the Auditor. The Company and the Buyer shall use reasonable efforts to cause the report of the Auditor to be rendered within 15 days of its appointment, and the Auditor's determination as to the appropriate...