Common use of Closing Balance Sheet Clause in Contracts

Closing Balance Sheet. As soon as reasonably practicable following the Closing Date, and in any event within 30 days thereafter, the Seller shall prepare and deliver to the Buyer and the Committee (i) the unaudited balance sheet of the PFI Business as of the close of business on the Closing Date (the "Closing Balance Sheet") as prepared by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("Seller's Accountants"), together with the reports and work papers of Seller's Accountants, and (ii) a calculation of (A) the sum of accounts receivable and inventory less (B) accounts payable (such calculation, "Net Working Capital") as reflected on the Closing Balance Sheet (the "Closing Net Working Capital Amount") (together with reasonable back-up information providing the basis for such balance sheet and calculation). Except as set forth in Section 2.5(a) to the Seller Disclosure Schedule, the Closing Balance Sheet and the calculation of Net Working Capital shall be prepared in accordance with generally accepted accounting principles and practices of the United States in effect from time to time ("GAAP"), and on a basis consistent with the preparation of the Financial Statements and with the calculations used to determine the Target Net Working Capital, including appropriate closing adjustments as if the Closing were at a fiscal year end. In order for the Seller to prepare the Closing Balance Sheet, the Buyer will provide to the Seller and the Seller's employees, Seller's Accountant and other advisors prompt and full on-site access as shall be reasonable under the circumstances to the personnel and books, records, work papers and all other supporting accounting documents of the PFI Business (and shall provide copies of such books, records, work papers and other supporting accounting documents as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount. The Seller shall also give the Buyer and its representatives, including Ernst & Young ("Buyer's Accountant"), access to all work papers and all other supporting accounting documents of the PFI Business related to the preparation of the Closing Balance Sheet. In addition, the Buyer and its representatives, including Buyer's Accountant, shall be entitled to ask questions, receive answers and request such other data and information from the Seller and Seller's Accountant as shall be reasonable under the circumstances. The Seller shall also cause Seller's Accountant to provide to Buyer's Accountant access to work papers prepared pursuant to the audit of the Closing Balance Sheet.

Closing Balance Sheet. As soon as reasonably practicable Within 90 days following the Closing DateClosing, Mich▇▇▇, ▇▇ the one hand, and in any event within 30 days thereafter, the Seller shall prepare and deliver to the Buyer Papetti's Hygrade and the Committee (i) Acquired Entities, on the unaudited other hand, shall cause an audit of the combined balance sheet of Papetti's Hygrade and the PFI Business Acquired Entities as of the close of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied utilizing the accounting principles described in the most recently completed audited financial statements of Papetti's Hygrade and the Acquired Entities except that, (i) depreciation during the period from the Balance Sheet Dates to the Closing Date shall be computed using the straight-line method, applied to each fixed asset's existing net book value at the Balance Sheet Dates, divided by the remaining useful life of each asset, whereby the remaining useful life is computed by applying the useful life used by Mich▇▇▇ ▇▇▇ each class of asset, less the useful life consumed through the Balance Sheet Dates, and (ii), the capitalization and amortization of tote inventory shall be applied in the Closing Balance Sheet in a consistent fashion with the method used in preparation of the Balance Sheet, and (iii), the Closing Balance Sheet shall contain no accounting effects related to the Settlement Agreement. To the extent the combined equity 101 shown on the Closing Balance Sheet exceeds *, which is the combined equity shown on the combined financial statements as prepared by of the Balance Sheet Dates, adjusted as shown on Schedule 2.1.1, Mich▇▇▇ ▇▇▇ll pay such excess as additional cash consideration to the Shareholders and Partners of the Acquired Entities in the same proportion as the cash distributed at the Closing. To the extent the combined equity shown on the Closing Balance Sheet is less than *, the Shareholders and Partners of the Acquired entities shall be jointly and severally liable to pay Mich▇▇▇ ▇▇▇▇ ▇▇▇icit. The Closing Balance Sheet audit shall be conducted by Gran▇ ▇▇▇▇▇▇▇▇ LLP ("Seller's Accountants"), together with the reports and work papers of Seller's Accountants, and (ii) a calculation of (A) the sum of accounts receivable and inventory less (B) accounts payable (such calculation, "Net Working Capital") as reflected on the Closing Balance Sheet (the "Closing Net Working Capital Amount") (together with reasonable back-up information providing the basis for such balance sheet and calculation). Except as set forth in Section 2.5(a) to the Seller Disclosure Schedule, the Closing Balance Sheet and the calculation of Net Working Capital shall be prepared ▇▇▇ in accordance with generally accepted accounting principles and practices auditing standards (GAAS). With respect to the conduct of the United States audit the parties agree that an audit conducted in effect from time accordance with GAAS will require the audit be planned and performed to time ("GAAP"), and on a basis consistent with the preparation of the Financial Statements and with the calculations used to determine the Target Net Working Capital, including appropriate closing adjustments as if the Closing were at a fiscal year end. In order for the Seller to prepare the Closing Balance Sheet, the Buyer will provide to the Seller and the Seller's employees, Seller's Accountant and other advisors prompt and full on-site access as shall be obtain reasonable under the circumstances to the personnel and books, records, work papers and all other supporting accounting documents of the PFI Business (and shall provide copies of such books, records, work papers and other supporting accounting documents as may be reasonably requested), to the extent reasonably related to the preparation of assurance about whether the Closing Balance Sheet is free from material misstatement. The Closing Balance Sheet audit will include examining, on a test basis, evidence supporting the amounts shown on such statement. The audit will include assessing the significant estimates made by management of Papetti's Hygrade and the calculation of the Closing Net Working Capital AmountAcquired Entities. The Seller shall also give the Buyer and its representatives, including Ernst & Young ("Buyer's Accountant"), access to all work papers and all other supporting accounting documents of the PFI Business related to the preparation of the parties agree that Closing Balance SheetSheet need not contain all disclosures normally included in audited financial statements which are prepared in accordance with GAAP. In addition, the Buyer and its representatives, including Buyer's Accountant, shall be entitled to ask questions, receive answers and request such other data and information from the Seller and Seller's Accountant as shall be reasonable under the circumstances. The Seller shall also cause Seller's Accountant to provide to Buyer's Accountant access to work papers prepared pursuant to Upon delivery of the audit of the Closing Balance Sheet, Papetti's Hygrade and the Acquired Entities, together with their independent auditors, shall have the right to review the Closing Balance Sheet and adjustments made therein, for a period of 30 days following receipt thereof. If Papetti's Hygrade and the Acquired Entities disagree with the Closing Balance Sheet, they shall give notice to Mich▇▇▇ ▇▇▇hin such 30-day period of their proposed revisions to the Closing Balance Sheet combined equity. The parties agree to negotiate any differences for a period of 15 days following receipt by Mich▇▇▇ ▇▇ such proposed revisions. If the parties are unable to resolve any such differences, the dispute shall be submitted to a mutually agreeable Big 6 accounting firm other than Coopers & Lybr▇▇▇ ▇▇▇ or Gran▇ ▇▇▇▇▇▇▇▇ ▇▇▇ who shall finally determine the Closing Balance Sheet. Within ten (10) days following resolution of the disputed items, payment shall be made, if required, as provided above.

Closing Balance Sheet. As soon as reasonably practicable following practicable, but in no event later than 120 calendar days, after the Closing Date, Buyers, at Buyers’ sole expense, shall cause to be prepared and in any event within 30 days thereafter, the Seller shall prepare and deliver delivered to the Buyer and the Committee Sellers (ia) the an unaudited consolidated balance sheet of the PFI Business KJBC as of the close of business on the Closing Date Effective Time (the "“Closing Balance Sheet"”), (b) a listing of the KBC Inventory and the book value thereof (“Book Value”) as prepared by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP of the Effective Time ("Seller's Accountants"the “Closing KBC Inventory Statement”), (c) a listing of the Gramercy Inventory and the Book Value thereof as of the Effective Time (the “Closing Gramercy Inventory Statement”), and (d) a listing of the KBC Employee Loans outstanding as of the Effective Time and the aggregate face value of such loans (the “Closing Employee Loan Statement” and together with the reports Closing Balance Sheet, the Closing KBC Inventory Statement and work papers of Seller's Accountantsthe Closing Gramercy Inventory Statement, and (ii) a calculation of (A) the sum of accounts receivable and inventory less (B) accounts payable (such calculation, "Net Working Capital") as reflected on the “Closing Statements”). The Closing Balance Sheet (the "Closing Net Working Capital Amount") (together with reasonable back-up information providing the basis for such balance sheet and calculation). Except as set forth in Section 2.5(a) to the Seller Disclosure Schedule, the Closing Balance Sheet and the calculation of Net Working Capital shall be prepared from the books and records of KJBC, and in accordance with generally accepted accounting principles and practices of the United States in effect from time to time ("GAAP"), and JGAAP applied on a basis consistent with the preparation Balance Sheet. When the Closing Statements are delivered to Sellers, Buyers shall deliver a statement containing Buyers’ calculations, based on the Closing Statements (the “Buyers’ Proposed Calculations”), of (a) Modified Working Capital as of the Financial Statements and with Effective Time (the calculations used to determine the Target Net “Closing Modified Working Capital”), (b) the Book Value of the KBC Inventory as of the Effective Time (the “Closing KBC Inventory”), and (c) the Book Value of the Gramercy Inventory as of the Effective Time (the “Closing Gramercy Inventory”). For purposes of this Agreement “Modified Working Capital” means the difference between (a) the sum of (i) total current assets of KJBC in the categories listed on Exhibit E and (ii) the aggregate face value of the KBC Employee Loans outstanding and (b) total current liabilities of KJBC in the categories listed on Exhibit E, including appropriate closing adjustments the current portion of long-term debt. The Closing Modified Working Capital shall be calculated on the same basis as, and in accordance with, the sample calculation of Modified Working Capital as if of August 31, 2003 attached as Exhibit E, except as expressly otherwise provided in Exhibit E. The Closing KBC Inventory Statement shall be prepared on the same basis as the Balance Sheet Date KBC Inventory Statement and the Closing were at a fiscal year end. In order for KBC Inventory will be calculated on the Seller to prepare the Closing Balance Sheetsame basis as, and in accordance with, the Buyer will provide to the Seller and the Seller's employees, Seller's Accountant and other advisors prompt and full on-site access as shall be reasonable under the circumstances to the personnel and books, records, work papers and all other supporting accounting documents of the PFI Business (and shall provide copies of such books, records, work papers and other supporting accounting documents as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the sample calculation of the Closing Net Working Capital Amount. The Seller shall also give the Buyer and its representatives, including Ernst & Young ("Buyer's Accountant"), access to all work papers and all other supporting accounting documents Book Value of the PFI Business related to KBC Inventory as of August 31, 2003 attached as Exhibit F. The Closing Gramercy Inventory Statement shall be prepared on the preparation same basis as the Balance Sheet Date Gramercy Inventory Statement and the Closing Gramercy Inventory will be calculated on the same basis as, and in accordance with, the sample calculation of the Closing Balance Sheet. In addition, the Buyer and its representatives, including Buyer's Accountant, shall be entitled to ask questions, receive answers and request such other data and information from the Seller and Seller's Accountant as shall be reasonable under the circumstances. The Seller shall also cause Seller's Accountant to provide to Buyer's Accountant access to work papers prepared pursuant to the audit Book Value of the Closing Balance Sheet.Gramercy Inventory as of August 31, 2003 attached as Exhibit D.

Closing Balance Sheet. As soon as reasonably practicable Within 90 days following the Closing DateClosing, Mich▇▇▇, ▇▇ the one hand, and in any event within 30 days thereafter, the Seller shall prepare and deliver to the Buyer Papetti's Hygrade and the Committee (i) Acquired Entities, on the unaudited other hand, shall cause an audit of the combined balance sheet of Papetti's Hygrade and the PFI Business Acquired Entities as of the close of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied utilizing the accounting principles described in the most recently completed audited financial statements of Papetti's Hygrade and the Acquired Entities except that, (i) depreciation during the period from the Balance Sheet Dates to the Closing Date shall be computed using the straight-line method, applied to each fixed asset's existing net book value at the Balance Sheet Dates, divided by the remaining useful life of each asset, whereby the remaining useful life is computed by applying the useful life used by Mich▇▇▇ ▇▇▇ each class of asset, less the useful life consumed through the Balance Sheet Dates, and (ii), the capitalization and amortization of tote inventory shall be applied in the Closing Balance Sheet in a consistent fashion with the method used in preparation of the Balance Sheet, and (iii), the Closing Balance Sheet shall contain no accounting effects related to the Settlement Agreement. To the extent the combined equity 101 shown on the Closing Balance Sheet exceeds $37,582,000, which is the combined equity shown on the combined financial statements as prepared by of the Balance Sheet Dates, adjusted as shown on Schedule 2.1.1, Mich▇▇▇ ▇▇▇ll pay such excess as additional cash consideration to the Shareholders and Partners of the Acquired Entities in the same proportion as the cash distributed at the Closing. To the extent the combined equity shown on the Closing Balance Sheet is less than $37,582,000, the Shareholders and Partners of the Acquired entities shall be jointly and severally liable to pay Mich▇▇▇ ▇▇▇▇ ▇▇▇icit. The Closing Balance Sheet audit shall be conducted by Gran▇ ▇▇▇▇▇▇▇▇ LLP ("Seller's Accountants"), together with the reports and work papers of Seller's Accountants, and (ii) a calculation of (A) the sum of accounts receivable and inventory less (B) accounts payable (such calculation, "Net Working Capital") as reflected on the Closing Balance Sheet (the "Closing Net Working Capital Amount") (together with reasonable back-up information providing the basis for such balance sheet and calculation). Except as set forth in Section 2.5(a) to the Seller Disclosure Schedule, the Closing Balance Sheet and the calculation of Net Working Capital shall be prepared ▇▇▇ in accordance with generally accepted accounting principles and practices auditing standards (GAAS). With respect to the conduct of the United States audit the parties agree that an audit conducted in effect from time accordance with GAAS will require the audit be planned and performed to time ("GAAP"), and on a basis consistent with the preparation of the Financial Statements and with the calculations used to determine the Target Net Working Capital, including appropriate closing adjustments as if the Closing were at a fiscal year end. In order for the Seller to prepare the Closing Balance Sheet, the Buyer will provide to the Seller and the Seller's employees, Seller's Accountant and other advisors prompt and full on-site access as shall be obtain reasonable under the circumstances to the personnel and books, records, work papers and all other supporting accounting documents of the PFI Business (and shall provide copies of such books, records, work papers and other supporting accounting documents as may be reasonably requested), to the extent reasonably related to the preparation of assurance about whether the Closing Balance Sheet is free from material misstatement. The Closing Balance Sheet audit will include examining, on a test basis, evidence supporting the amounts shown on such statement. The audit will include assessing the significant estimates made by management of Papetti's Hygrade and the calculation of the Closing Net Working Capital AmountAcquired Entities. The Seller shall also give the Buyer and its representatives, including Ernst & Young ("Buyer's Accountant"), access to all work papers and all other supporting accounting documents of the PFI Business related to the preparation of the parties agree that Closing Balance SheetSheet need not contain all disclosures normally included in audited financial statements which are prepared in accordance with GAAP. In addition, the Buyer and its representatives, including Buyer's Accountant, shall be entitled to ask questions, receive answers and request such other data and information from the Seller and Seller's Accountant as shall be reasonable under the circumstances. The Seller shall also cause Seller's Accountant to provide to Buyer's Accountant access to work papers prepared pursuant to Upon delivery of the audit of the Closing Balance Sheet, Papetti's Hygrade and the Acquired Entities, together with their independent auditors, shall have the right to review the Closing Balance Sheet and adjustments made therein, for a period of 30 days following receipt thereof. If Papetti's Hygrade and the Acquired Entities disagree with the Closing Balance Sheet, they shall give notice to Mich▇▇▇ ▇▇▇hin such 30-day period of their proposed revisions to the Closing Balance Sheet combined equity. The parties agree to negotiate any differences for a period of 15 days following receipt by Mich▇▇▇ ▇▇ such proposed revisions. If the parties are unable to resolve any such differences, the dispute shall be submitted to a mutually agreeable Big 6 accounting firm other than Coopers & Lybr▇▇▇ ▇▇▇ or Gran▇ ▇▇▇▇▇▇▇▇ ▇▇▇ who shall finally determine the Closing Balance Sheet. Within ten (10) days following resolution of the disputed items, payment shall be made, if required, as provided above.

Closing Balance Sheet. (i) Attached hereto as Schedule C is a Pro Forma Balance Sheet of ---------- the Business as of December 31, 2000 (the "Pro Forma Balance Sheet"). As soon as reasonably practicable following the Closing Date, and in any event within 30 fifteen calendar days thereafterthereof, the Seller Transferor shall prepare and deliver to the Buyer and the Committee (i) the unaudited Transferee a balance sheet of the PFI Business as of at the close of business on the Closing Date (the "Closing Balance Sheet") as prepared by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("Seller's Accountants"), together . Transferor and its accountants may consult with the reports and work papers of Seller's AccountantsTransferee, and (ii) a calculation of (A) the sum of accounts receivable and inventory less (B) accounts payable (such calculation, "Net Working Capital") as reflected on the Closing Balance Sheet (the "Closing Net Working Capital Amount") (together with shall have reasonable back-up information providing the basis for such balance sheet and calculation). Except as set forth in Section 2.5(a) access during normal business hours to the Seller Disclosure Schedule, the Closing Balance Sheet books and the calculation of Net Working Capital shall be prepared in accordance with generally accepted accounting principles and practices records of the United States in effect from time to time ("GAAP"), and on a basis consistent with the preparation of the Financial Statements and with the calculations used to determine the Target Net Working Capital, including appropriate closing adjustments as if the Closing were at a fiscal year end. In order for the Seller to prepare the Closing Balance Sheet, the Buyer will provide to the Seller and the Seller's employees, Seller's Accountant and other advisors prompt and full on-site access as shall be reasonable under the circumstances to the personnel and books, records, work papers and all other supporting accounting documents of the PFI Business (and shall provide copies of such books, records, work papers and other supporting accounting documents as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount. The Seller shall also give the Buyer and its representatives, including Ernst & Young ("Buyer's Accountant"), access to all work papers and all other supporting accounting documents of the PFI Business related to during the preparation of the Closing Balance Sheet. In additionThe Closing Balance Sheet shall (i) be prepared in accordance with United States generally accepted accounting principles ("GAAP"), and (ii) fairly present in all material respects the Buyer and financial position of the Business as at the close of business on the date immediately preceding the Closing Date calculated on a basis consistent with the Pro Forma Balance Sheet. (ii) Transferee may dispute any element of the Closing Balance Sheet by notifying Transferor of such disagreement in writing, setting forth in detail the particulars of such disagreement, within fifteen days after its representatives, including Buyer's Accountant, shall be entitled to ask questions, receive answers and request such other data and information from the Seller and Seller's Accountant as shall be reasonable under the circumstances. The Seller shall also cause Seller's Accountant to provide to Buyer's Accountant access to work papers prepared pursuant to the audit receipt of the Closing Balance Sheet. In the event that Transferee does not provide such a notice of disagreement within such fifteen-day period, Transferee shall be deemed to have accepted the Closing Balance Sheet which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, Transferor and Transferee shall use their reasonable best efforts for a period of fifteen days (or such longer period as they mutually agree) to resolve any disagreements with respect to the Closing Balance Sheet, and the transfer or non-transfer of any assets and the assumption or non-assumption of any liabilities. If, at the end of such period, they are unable to resolve such disagreements, then an independent accounting firm of recognized national standing as may be mutually selected by Transferor and Transferee (the "Auditor") shall resolve any remaining disagreements as promptly as practicable, but in any event within sixty days of the date on which such dispute is referred to the Auditor. The fees and expenses of the Auditor shall be paid one-half by Transferor and one-half by Transferee. The determination of the Auditor shall be final, conclusive and binding on the parties.

Closing Balance Sheet. As soon as reasonably practicable 6.1 The following the Closing Date, and in any event within 30 days thereafter, the Seller shall prepare and deliver apply to the Buyer and the Committee (i) the unaudited balance sheet of the PFI Business as of the close of business on the Closing Date (the "Closing Balance Sheet") as prepared by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("Seller's Accountants"), together with the reports and work papers of Seller's Accountants, and (ii) a calculation of (A) the sum of accounts receivable and inventory less (B) accounts payable (such calculation, "Net Working Capital") as reflected on the Closing Balance Sheet referred to in Clause 3.2 above: 6.1.1 The Closing Balance Sheet shall be prepared by the Group Members in accordance with Exhibit 6. 1.1. The Closing Balance Sheet shall be ------------- delivered by The Buyer within [30] days after the Closing. 6.1.2 Within fifteen (15) calendar days following the "delivery of the Closing Net Working Capital Amount") (together with reasonable back-up information providing the basis for such balance sheet and calculation). Except Balance Sheet as set forth out in Section 2.5(a) to Clause 3.2, the Seller Disclosure Schedule, present auditors of CEJ shall have audited the Closing Balance Sheet and delivered it to the calculation of Net Working Capital shall be prepared in accordance Parties with generally accepted accounting principles and practices their audit report. For the purpose of the United States in effect from time parties review pursuant to time ("GAAP")Clause 6.1.3, such auditors and on a basis consistent with the preparation of the Financial Statements and with the calculations used to determine the Target Net Working Capital, including appropriate closing adjustments as if the Closing were at a fiscal year end. In order for Group Members shall give the Seller to prepare the Closing Balance Sheet, the Buyer will provide to the Seller and the Seller's employees, Seller's Accountant and other advisors prompt and full on-site access as shall be reasonable under the circumstances to the personnel and books, records, work papers and all other supporting accounting documents of the PFI Business (and shall provide copies of such books, records, work papers and other supporting accounting documents as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount. The Seller shall also give the Buyer and its representatives, including Ernst & Young ("Buyer's Accountant"), access to all work papers working papers, records and all other supporting accounting documents of the PFI Business related to the preparation of the Closing Balance Sheet. In addition, the Buyer and its representatives, including Buyer's Accountant, shall be entitled to ask questions, receive answers and request such other data and information from the Seller and Seller's Accountant as shall be reasonable under the circumstances. The Seller shall also cause Seller's Accountant to provide to Buyer's Accountant access to work papers prepared pursuant books relating to the audit and the drawing up of the Closing Balance Sheet. 6.1.3 Within twenty (20) calendar days after the delivery to the parties of the audited Closing Balance Sheet Seller shall notify Buyer in writing if it approves the audited Closing Balance Sheet, or if not, specify the reason therefor. Unless Seller objects to the audited Closing Balance Sheet within such time period, the audited Closing Balance Sheet shall at the expiry of such time period become final and binding upon the parties for the purposes of this Agreement. Seller shall use reasonable efforts to verify the audited Closing Balance Sheet as soon as practicable within the twenty-day period. 6.1.4 If the parties are unable to resolve any objections notified in accordance with Clause 6.1.3 above within thirty (30) calendar days after the expiration of the twenty-day period provided for in Clause 6.1.3 and unless the dispute concerns an amount in excess of SEK 2.0 million, the dispute shall be submitted to two authorized Swedish accountants, one from Deloitte & Touche and one from KPMG Peat Marwick, the individuals to be agreed between the parties. Said accountants may only resolve a dispute with binding effect on the parties if the dispute concerns an amount not in excess of SEK 2.0 million and both accountants agree on the decision. Should (i) the parties be unable to agree on the accountants or (ii) after submission of the dispute to said accountants one or both be unavailable and the parties are unable to agree on replacements, or if said accountants are unable to agree on a decision within sixty (60) days following such submission, or (iii) if the dispute concerns an amount in excess of SEK 2.0 million, then either party may refer the matter to arbitration pursuant to Clause 20.2 below. Any determination of the matter or matters in dispute and of the Closing Balance Sheet according to the above shall be final and binding on the parties. 6.1.5 The Buyer shall bear the fees, costs and expenses for the auditors' work pursuant to Clause 6.1.2 and of any accountants retained under Clause 6.