Common use of Closing Date Statements Clause in Contracts

Closing Date Statements. (1) As soon as practical, but in any event within sixty (60) days following the Closing Date, unless otherwise extended by the mutual agreement of the parties, the Company shall deliver to the Buyer at Buyer's expense (i) the audited consolidated statement of financial position of the Company and its consolidated Subsidiaries as of the Closing Date (the "Statement") together with the report thereon of Ernst & Young LLP, independent accountants of the Company ("E&Y"), stating that such Statement has been prepared in conformity with GAAP applied on a basis consistent with the preparation of the audited December 31, 1997 balance sheet as contained in the SEC Reports; (ii) a schedule of the intercompany accounts receivables between Parent or an affiliate of Parent (other than the Company and the Subsidiaries) on the one hand and the Company or any Subsidiary on the other hand set forth in the Statement; (iii) a schedule of deferred tax accounts for each Directly Owned Subsidiary as set forth in the Statement;(iv) a schedule of all intercompany payments between Parent and its Affiliates (other than the Company and the Subsidiaries) on the one hand and the Company and the Subsidiaries on the other hand from the date of the Interim Statements to the Closing Date; and (v) a schedule setting forth the contingent tax reserves as adjusted in accordance with the Tax Allocation Agreement. The term "Interim Statements" shall mean the Financial Statements of the Company and its consolidated subsidiaries as of, and for the six month period ending on, June 30, 1998. If requested by Buyer, the Company shall request that E&Y conduct a full audit of the Company and its consolidated Subsidiaries at Buyer's expense and deliver a statement of stockholders' equity and cash flows.