Common use of Closing Audit Clause in Contracts

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 proportion to the extent that, on a dollar-weighted basis, either Party did not prevail on items in dispute, provided, however, that such fees and expenses shall not include, so long as a Party complies with the procedures of this Section 2(f), the other Party's outside legal, accounting or other fees. All determinations by the Independent Accountant shall be final, conclusive and binding upon the Parties with respect to the Audited Statement of Net Working Capital and the allocation of fees and expenses.

Closing Audit. Within ninety (90) 120 days following the Closing Date, Xxxxxx Xxxxxxxx, L.L.P. ("Xxxxxx Xxxxxxxx") Ernst & Young LLP shall prepare and deliver to the Seller and the Buyer an audit of the Net Working Capital balance sheet of Imperial the Company (the "Audited Statement of Net Working CapitalAUDITED CLOSING BALANCE SHEET") 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 Closing Balance Sheet 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 CapitalBuyer. In the event that either the Buyer or the Seller disputes any item(s) on the Audited Statement of Net Working Capital Closing Balance Sheet within ten (10) days after such Partyparty'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 parties agree that another "Big Five" accounting firm acceptable to the Buyer and the Seller (the "Independent AccountantINDEPENDENT ACCOUNTANTS") will review the disputed item(s) on the Audited Statement Closing Balance Sheet. In conducting such review, the Independent Accountants shall be given access to the workpapers of Ernst & Young, LLP and Buyer shall make available on a reasonable basis those employees and representatives (including employees of Ernst & Young, LLP) who participated in the preparation of the Audited Closing Balance Sheet and the determination 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 periodMercer contained therein. 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 Accountants shall be reflected on the Audited Statement of Net Working Capital Closing Balance Sheet and shall be final and binding on the Parties parties for all purposes and all references to "Audited Statement of Net Working CapitalClosing Balance Sheet" elsewhere in this Agreement shall be deemed to refer to the Audited Statement of Net Working Capital Closing Balance Sheet as modified by the Independent AccountantAccountants. The fees and expenses cost of retaining the Independent Accountants shall be borne by the disputing party; provided however, that the non-disputing party shall reimburse the disputing party for 50% of the cost of the Independent Accountant shall be allocated between Accountants in the Buyer and the Seller by the Independent Accountant in proportion to the extent that, on a dollar-weighted basis, either Party did not prevail on items in dispute, provided, however, event that such fees and expenses shall not include, so long as a Party complies with review results in an increase (if Seller is the procedures disputing party) or decrease (if Buyer is the disputing party) of this Section 2(f), more than $25,000 in the other Party's outside legal, accounting or other fees. All determinations by the Independent Accountant shall be final, conclusive and binding upon the Parties with respect to the Audited Statement of Net Working Capital and of Mercer as reflected on the allocation of fees and expenses.Audited Closing Balance Sheet audited by Ernst & Young LLP. (G)

Closing Audit. Within ninety (90) 120 days following the Closing Date, Xxxxxx Xxxxxxxx, L.L.P. ("Xxxxxx Xxxxxxxx") there shall prepare be delivered to Buyer and deliver to the Seller and the Buyer Sellers an audit of the Net Working Capital of Imperial Preliminary Closing Balance Sheet (the "Audited Statement of Net Working CapitalAUDITED CLOSING BALANCE SHEET") at and as of the close of business on the Closing Date). The Audited Statement of Net Working Capital Preliminary Closing Balance Sheet shall be determined audited by AA in accordance with GAAP applied on a basis consistent with the preparation of the Financial StatementsGAAP. The cost to prepare of preparing the Audited Statement of Net Working Capital Closing Balance Sheet shall be borne equally paid 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 CapitalBuyer. In the event that either the Buyer or the Seller Sellers disputes any item(s) on items or assumptions or methodologies regarding the Audited Statement of Net Working Capital Closing Balance Sheet within ten (10) business days after such Party's the Sellers' receipt thereof, the parties shall jointly select 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 retain an independent "Big FiveSix" accounting firm acceptable to the Buyer and the Seller (the "Independent AccountantINDEPENDENT ACCOUNTANTS") will to review the disputed item(smatter(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 periodClosing Balance Sheet. The final determination of such disputed item(smatter(s) by the Independent Accountant shall be made within sixty (60) days following the Parties' referral thereof to the Independent Accountant, which determination Accountants shall be reflected on the Audited Statement of Net Working Capital and Closing Balance Sheet, which shall be final and binding on the Parties parties for all purposes and all references to "Audited Statement purposes. The cost of Net Working Capital" elsewhere in this Agreement retaining the Independent Accountants shall be deemed to refer to the Audited Statement of Net Working Capital as modified borne by the Independent Accountant. The fees and expenses Sellers, except that the Companies shall reimburse the Sellers for one-half the cost of the Independent Accountant Accountants in the event that such review results in at least a $100,000 increase in the Companies' Net Worth as reflected on the Audited Closing Balance Sheet prepared by AA. Notwithstanding the foregoing, in determining the Companies' Net Worth, both the determination of Net Worth and intercompany balances shall be allocated between the Buyer and the Seller by the Independent Accountant in proportion to the extent that, conducted on a dollar-weighted basis, either Party did not prevail on items in dispute, provided, however, that such fees and expenses shall not include, so long as a Party complies with the procedures of this Section 2(f)combined basis across both Companies (i.e., the other Party's outside legalcombined balances must equal $0, accounting or other fees. All determinations by not the Independent Accountant shall be final, conclusive individual balances for each of Island and binding upon the Parties with respect to the Audited Statement of Net Working Capital and the allocation of fees and expensesITR).

Closing Audit. Within Promptly after the Inventory Closing but in any event within ninety (90) days following after the Closing Date, Xxxxxx Xxxxxxxx, L.L.P. ("Xxxxxx Xxxxxxxx") the Seller shall prepare and deliver to the Seller and the Buyer an audit of the Net Working Capital of Imperial a final inventory statement (the "Audited Statement of Net Working CapitalFinal Inventory Statement") at certified by its chief financial officer setting forth an itemization and the determination of the value, pursuant to the Inventory Valuation Methodology, of the Purchased Inventory as of the close of business on Closing Date (the Closing Date"Final Inventory Purchase Price"). The Audited Statement of Net Working Capital Buyer 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 have thirty (30) days following their after delivery of the Final Inventory Statement within which to approve or object in writing to the Final Inventory Statement. During that 30-day period, the Buyer and its accountants may review all the Seller's records, working papers, and calculations relating to the Final Inventory Statement and calculation of the Final Inventory Purchase Price and have such access to the Seller's personnel as may be reasonably necessary to review in detail the manner in which the Final Inventory Statement was prepared. If the Buyer objects in writing to the Final Inventory Purchase Price specified in the Final Inventory Statement, the Seller will take the objections into account and deliver a revised Final Inventory Statement to the Buyer within seven (7) days after receipt of the Audited Statement of Net Working CapitalBuyer's objection. In that event, the Parties agree that another "Big Five" accounting firm acceptable Buyer shall have fifteen (15) business days within which to approve or object in writing to the revised Final Inventory Statement. If the Buyer and the Seller (the "Independent Accountant") will review the disputed item(s) do not agree on the Audited Statement Final Inventory Purchase Price after following these procedures, any party may submit the dispute to Deloitte & Touche, LLP or any other firm of Net Working Capital together with the documentation provided nationally recognized independent certified public accountants approved by the Buyer and the Seller supporting their respective positions in and not currently employed by any party hereto, who shall review the dispute, which referral shall be made to such Independent Accountant not more than ten (10) days following the expiration Final Inventory Statement and make a determination of the said thirty (30) day periodFinal Inventory Purchase Price without any obligation to accept the positions taken by the Seller or the Buyer, provided that such final determination may not fall outside the range bounded by the valuations originally asserted, if any, by the Buyer and the Company. The final determination of such disputed item(s) by the Independent Accountant firm shall be made within sixty (60) days following the Parties' referral thereof to the Independent Accountantbased upon definitions and provisions contained herein, which determination shall be reflected on the Audited Statement of Net Working Capital in writing, and shall be final and binding on the Parties for all purposes parties; such firm's fee and all references to "Audited Statement of Net Working Capital" elsewhere in this Agreement costs shall be deemed to refer to the Audited Statement of Net Working Capital as modified shared equally 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 proportion to the extent that, on a dollar-weighted basis, either Party did not prevail on items in dispute, provided, however, that such fees and expenses shall not include, so long as a Party complies with the procedures of this Section 2(f), the other Party's outside legal, accounting or other fees. All determinations by the Independent Accountant shall be final, conclusive and binding upon the Parties with respect to the Audited Statement of Net Working Capital and the allocation of fees and expensesSeller.

Closing Audit. Within ninety (90) 120 days following the Closing Date, Xxxxxx Xxxxxxxx, L.L.P. there shall be delivered to Buyer and to Seller an audit (the "Xxxxxx XxxxxxxxAUDITED CLOSING FINANCIAL STATEMENTS") shall prepare and deliver of the Transferred Business (as same relates to the Seller Transferred Business and the Buyer an audit Purchased Assets) and the balance sheet for the Transferred Business at and as of February 28, 1998 (for purposes of the Net Working Capital of Imperial (Worth and adjustment to the "Audited Statement of Net Working Capital"Purchase Price set forth in Section 2.11) and at and as of the close Closing Date and the statements of business on income and cash flows for the Transferred Business for the stub period of January 1, 1998 through and including the day prior to the Closing Date. The Audited Statement Closing Financial Statements shall also include (i) a report by Arthxx Xxxexxxx, XXP ("AA"), on the allocation assumptions and methodologies ("ALLOCATION METHODOLOGIES") pursuant to which the Transferred Business, the Purchased Assets and the liabilities assumed by Buyer, on the one hand, and the Retained Business, the Excluded Assets and the Excluded Liabilities, on the other hand, were bifurcated and transferred by Seller and/or its Affiliates to Buyer or retained by Seller (as applicable) and (ii) a statement and quantification by AA, indicating whether the bifurcation of Net Working Capital shall be determined the Transferred and Retained Businesses and its Allocation Methodologies were appropriate and consistent with Allocation Methodologies which AA would have utilized to bifurcate the Transferred and Retained Businesses in accordance with GAAP applied on a basis consistent GAAP. The Audited Closing Financial Statements shall be prepared by AA in accordance with the preparation of the Financial StatementsGAAP. The cost to prepare of preparing the Audited Statement of Net Working Capital Closing Financial Statements shall be borne equally paid 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 CapitalBuyer. 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) business days after such PartySeller's receipt thereof, and thereof disputes any items or assumptions or methodologies regarding the Parties are unable Audited Closing Financial Statements to resolve such dispute among themselves within thirty (30) days following their receipt the extent that same relates to the Net Worth of the Audited Statement Transferred Business as of Net Working CapitalFebruary 28, 1998 and/or the Allocation Methodologies, the Parties agree that another parties shall jointly select and retain an independent "Big FiveSix" accounting firm acceptable to the Buyer and the Seller (the "Independent AccountantINDEPENDENT ACCOUNTANTS") will to review the disputed item(smatter(s) on the Audited Statement of Net Working Capital together with Closing Financial Statements. If 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 determines that competing Allocation Methodologies of Seller and AA are both permissible under GAAP, then the expiration Independent Accountant shall determine which of such methodologies is most appropriate under the said thirty (30) day periodcircumstances. The final determination of such disputed item(smatter(s) by the Independent Accountant shall be made within sixty (60) days following the Parties' referral thereof to the Independent Accountant, which determination Accountants shall be reflected on the Audited Statement of Net Working Capital Closing Financial Statements and shall be final and binding on the Parties parties for all purposes and all references to "Audited Statement purposes. The cost of Net Working Capital" elsewhere in this Agreement retaining the Independent Accountants shall be deemed to refer to borne by Seller, except that Buyer shall reimburse Seller for one-half the Audited Statement of Net Working Capital as modified by the Independent Accountant. The fees and expenses cost of the Independent Accountant shall be allocated between Accountants in the Buyer and the Seller by the Independent Accountant in proportion to the extent that, on a dollar-weighted basis, either Party did not prevail on items in dispute, provided, however, event that such fees and expenses shall not include, so long review results in at least a $100,000 increase in the Net Worth of the Transferred Business as a Party complies with the procedures of this Section 2(f), the other Party's outside legal, accounting or other fees. All determinations by the Independent Accountant shall be final, conclusive and binding upon the Parties with respect to reflected on the Audited Statement of Net Working Capital and the allocation of fees and expensesClosing Financial Statements prepared by Arthxx Xxxexxxx, XXP.

Closing Audit. Within ninety (90) 120 days following the Closing Date, Xxxxxx Xxxxxxxx, L.L.P. ("Xxxxxx Xxxxxxxx") there shall prepare be delivered to Buyer and deliver to the Seller and the Buyer Sellers an audit of the Net Working Capital of Imperial Preliminary Closing Balance Sheet (the "Audited Statement AUDITED CLOSING BALANCE SHEET"). In connection therewith, AA shall make available to Buyer and the Seller's all the customary and non-proprietary work papers 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 AA utilized in accordance with GAAP applied on a basis consistent connection with the preparation of the Financial StatementsAudited Closing Balance Sheet. The Preliminary Closing Balance Sheet shall be audited by AA in accordance with GAAP. AA shall also determine and review the Company's results (a) for the fiscal year ended September 30, 1998, for (b) the period from September 30, 1998 through the Effective Date, and AA will review the methodology and procedures utilized to determine the Company's fiscal 1999 budget to ensure that it is consistent with fiscal 1998 expenditures and GAAP. The cost to prepare of preparing the Audited Statement of Net Working Capital Closing Balance Sheet shall be borne equally paid 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 CapitalBuyer. In the event that either the Buyer Sellers dispute any items or the Seller disputes any item(s) on assumptions or methodologies regarding 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 Closing Balance Sheet within thirty (30) days following their after the Sellers' receipt of the Audited Statement of Net Working Capitalthereof and access to AA's working papers, the Parties agree that another parties shall jointly select and retain an independent "Big Five" accounting firm acceptable to the Buyer and the Seller (the "Independent AccountantINDEPENDENT ACCOUNTANTS") will to review the disputed item(smatter(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 periodClosing Balance Sheet. The final determination of such disputed item(smatter(s) by the Independent Accountant shall be made within sixty (60) days following the Parties' referral thereof to the Independent Accountant, which determination Accountants shall be reflected on the Audited Statement of Net Working Capital and Closing Balance Sheet, which shall be final and binding on the Parties parties for all purposes and all references to "Audited Statement purposes. The cost of Net Working Capital" elsewhere in this Agreement retaining the Independent Accountants shall be deemed to refer to the Audited Statement of Net Working Capital as modified borne by the Independent Accountant. The fees and expenses Sellers, except that the Company shall reimburse the Sellers for one-half the cost of the Independent Accountant Accountants in the event that such review results in at least a $100,000 increase in the Company's Net Worth as reflected on the Audited Closing Balance Sheet prepared by AA. In determining Net Worth as of September 30, 1998, (i) all accruals on the Preliminary Closing Balance Sheet for commissions, accounts payables or other accrued liabilities shall be allocated between adjusted upward or downward based on actual payments of such commissions, accounts payable and accrued liabilities during the Buyer period following September 30, 1998 through the completion of the audit and (ii) any accounts receivable of the Seller Company as of September 30, 1998 not collected in full by the Independent Accountant Company as of the completion of such audit in proportion to excess of the extent that, allowance for doubtful accounts on a dollar-weighted basis, either Party did not prevail on items in dispute, provided, however, that such fees and expenses shall not include, so long as a Party complies with the procedures of this Section 2(f), the other Party's outside legal, accounting or other fees. All determinations by the Independent Accountant Preliminary Closing Balance Sheet shall be final, conclusive and binding upon the Parties with respect to deducted from the Audited Statement of Net Working Capital and the allocation of fees and expensesClosing Balance Sheet.

Closing Audit. Within ninety (90) days following the Closing Date, Xxxxxx XxxxxxxxArthxx Xxxexxxx, L.L.P. X.L.P. ("Xxxxxx XxxxxxxxARTHXX XXXEXXXX") shall xhall prepare and deliver to the Seller and the Buyer an audit of the Net Working Capital of Imperial (the "Audited Statement of Net Working CapitalAUDITED 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 Arthxx Xxxexxxx xxxits 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 Arthxx Xxxxxxxx'x determination xxxermination 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 AccountantINDEPENDENT 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 proportion to the extent that, on a dollar-weighted basis, either Party did not prevail on items in dispute, provided, however, that such fees and expenses shall not include, so long as a Party complies with the procedures of this Section 2(f), the other Party's outside legal, accounting or other fees. All determinations by the Independent Accountant shall be final, conclusive and binding upon the Parties with respect to the Audited Statement of Net Working Capital and the allocation of fees and expenses.