Closing Audit. 7 2.8 Post-Closing Purchase Price Adjustment...................................... 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER
Closing Audit. Within 120 days following the Closing Date, there ------------- shall be delivered to Global and to Seller an audit of the Preliminary Closing Balance Sheet (the "AUDITED CLOSING BALANCE SHEET") of the Company at and as of the Effective Date. The Preliminary Closing Balance Sheet shall be audited by Ernst & Young, LLP in accordance with GAAP. The cost of the Audited Closing Balance Sheet shall be paid by Global. In the event that the Seller disputes any items on the Audited Closing Balance Sheet within ten days after Seller's receipt thereof, the parties shall jointly select and retain an independent "Big Six" accounting firm (the "INDEPENDENT ACCOUNTANTS") to review the disputed item(s) on the Audited Closing Balance Sheet. The final determination of such disputed item(s) by the Independent Accountants shall be reflected on the Audited Closing Balance Sheet. The cost of retaining the Independent Accountants shall be borne by Seller; provided, however, that Global shall reimburse Seller for the cost of the Independent Accountants in the event that such review results in an increase of more than $50,000 in the Company's Working Capital as reflected on the Audited Closing Balance Sheet prepared by Ernst & Young, LLP.
Closing Audit. Within ninety (90) days following the Closing Date, Xxxxxx Xxxxxxxx, L.L.P. ("Xxxxxx Xxxxxxxx") shall prepare and deliver to the Seller and the Buyer an audit of the Net Working Capital of Imperial (the "Audited Statement of Net Working Capital") at and as of the close of business on the Closing Date. The Audited Statement of Net Working Capital shall be determined in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements. The cost to prepare the Audited Statement of Net Working Capital shall be borne equally by the Buyer and the Seller; provided, however, that in the event that Xxxxxx Xxxxxxxx audits more than the Net Working Capital of Imperial, the Seller's portion of the costs of such audit of the Net Working Capital of Imperial shall be limited to 50% of Xxxxxx Xxxxxxxx'x determination of its fees and expenses allocable to the completion of the audit, preparation and delivery of the Audited Statement of Net Working Capital. In the event that either the Buyer or the Seller disputes any item(s) on the Audited Statement of Net Working Capital within ten (10) days after such Party's receipt thereof, and the Parties are unable to resolve such dispute among themselves within thirty (30) days following their receipt of the Audited Statement of Net Working Capital, the Parties agree that another "Big Five" accounting firm acceptable to the Buyer and the Seller (the "Independent Accountant") will review the disputed item(s) on the Audited Statement of Net Working Capital together with the documentation provided by the Buyer and the Seller supporting their respective positions in the dispute, which referral shall be made to such Independent Accountant not more than ten (10) days following the expiration of the said thirty (30) day period. The final determination of such disputed item(s) by the Independent Accountant shall be made within sixty (60) days following the Parties' referral thereof to the Independent Accountant, which determination shall be reflected on the Audited Statement of Net Working Capital and shall be final and binding on the Parties for all purposes and all references to "Audited Statement of Net Working Capital" elsewhere in this Agreement shall be deemed to refer to the Audited Statement of Net Working Capital as modified by the Independent Accountant. The fees and expenses of the Independent Accountant shall be allocated between the Buyer and the Seller by the Independent Accountant in proporti...
Closing Audit. Within ninety (90) days following the Closing ------------- Date, there shall be delivered to Global and to Sellers an audit of the Preliminary Closing Balance Sheet (the "AUDITED CLOSING BALANCE SHEET") of the Companies at and as of the Closing Date. The Preliminary Closing Balance Sheet shall be audited by Ernst & Young in accordance with GAAP. The cost of the Audited Closing Balance Sheet shall be paid by Global. In the event that Sellers dispute any items on such Audited Closing Balance Sheet within ten days after Sellers' receipt thereof, the parties shall jointly select and retain an independent "Big Six" accounting firm (the "INDEPENDENT ACCOUNTANTS") to review the disputed item(s) on the Audited Closing Balance Sheet. The final determination of such disputed item(s) by the Independent Accountants shall be reflected on the Audited Closing Balance Sheet. The cost of retaining the Independent Accountants shall be borne equally by Sellers and Global. 2.7
Closing Audit. Within 120 days following the Closing ------------- Date, there shall be delivered to Empyrean Holdings and to Stockholders an audit of the Company's balance sheet as of the Closing Date (the "Audited Closing Financial Statements"). The Audited Closing Financial Statements shall be audited by AA in accordance with GAAP. The Majority Stockholders shall be afforded a reasonable opportunity to review the audit results (including any work papers prepared in connection therewith). The cost of preparing the Audited Closing Financial Statements shall be paid by Empyrean Holdings. In the event that the Majority Stockholders or Empyrean Holdings disputes an item in the Audited Closing Financial Statements, the Company shall select and retain an independent "Big Five" accounting firm (the "Independent Accountants") to review the disputed matter(s) on the Audited Closing Financial Statements. In conducting such review, AA shall provide the Independent Accountants with customary access to the work papers of AA utilized in preparing the Audited Closing Financial Statements. The final determination of such disputed matter(s) by the Independent Accountants shall be utilized to determine all adjustments described in Section 2.9 below and shall be final and binding on the parties ----------- solely for such purposes. The cost of retaining the Independent Accountants shall be borne equally by Persons disputing the Audited Closing Financial Statements and the Company. If there is no such dispute, the Audited Closing Financial Statements shall be utilized to determine all such adjustments and shall be likewise final and binding.
Closing Audit. 7 2.8 Post-Closing Purchase Price Adjustment.................... 7 ARTICLE III.......................................................... 8 3.1 Capitalization............................................ 8 3.2
Closing Audit. Within sixty (60) calendar days after the Closing Date, Deloitte Touche Tomatsu (“Deloitte”), or other independent auditors approved by Buyer will prepare an audited balance sheet of the Business, as at the Closing Date, and an audited statement of income of the Business for the period beginning January 1, 2007 and ending on the Closing Date. The fees and expenses of such audit shall be paid by Seller; provided, that Buyer will reimburse Seller for the incremental audit fees as compared to the fees associated with Seller’s previous statutory audit. Promptly after completion of such audit Deloitte shall supply Seller with copies of the Audited Closing Financial Statements and Deloitte’s opinion thereon (together with the Audited Closing Financial Statements, the “Audit Report”) stating that the Audited Closing Financial Statements have been prepared in accordance with U.S. GAAP on a going concern basis consistently applied.
Closing Audit. Within 120 days following the Closing Date, there shall be delivered to Investors and to Shareholders an audit of the Company's balance sheet and statements of income and cash flows as of and for the two months ended February 28, 1998 (the "ADJUSTED CLOSING FINANCIAL STATEMENTS"). The Adjusted Closing Financial Statements shall be audited by Arthxx Xxxexxxx, XXP ("AA") in accordance with GAAP and then adjusted to be in accordance with the Company's prior accounting practices. The cost of preparing the Adjusted Closing Financial Statements shall be paid by the Company. In the event that Allied Parent disputes any items or assumptions or methodologies regarding the Adjusted Closing Financial Statements within thirty (30) days after Allied Parent's receipt thereof, Allied Parent and Thayxx XXX shall jointly select and retain an independent "Big Six" accounting firm (the "INDEPENDENT ACCOUNTANTS") to review the disputed matter(s) on the Adjusted Closing Financial Statements. In conducting such review, the Company and AA shall provide the Independent Accountants and, during the thirty (30) day period, Allied Parent, with customary access to the work papers of AA utilized in preparing the Adjusted Closing Financial Statements. The final determination of such disputed matter(s) by the Independent Accountants shall be utilized to determine all adjustments described in Section 2.10 below and shall be final and binding on the parties for such purposes. The cost of retaining the Independent Accountants shall be borne by Shareholders, except that the Company shall reimburse Shareholders for one-half the cost of the Independent Accountants in the event that such review results in at least a
Closing Audit. 13 2.13 Post-Closing Net Working Capital Adjustment....................13 ARTICLE III
Closing Audit. 9 2.10 Post-Closing Net Working Capital Adjustment.......................10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY, BSG PARENT AND STOCKHOLDERS...................................10 3.1 Capitalization.....................................................10 3.2
