Common use of Consolidated Balance Sheet Clause in Contracts

Consolidated Balance Sheet. (a) On the date of this Agreement, Renren and the Company shall deliver to the Purchaser a certificate (the “Financial Certificate”) setting forth (i) an unaudited consolidated balance sheet of the Group Companies (the “Consolidated Balance Sheet”), dated as of the Reference Date, together with a certificate of the Chief Financial Officer of Renren stating that the Consolidated Balance Sheet has been prepared in good faith and in accordance with U.S. GAAP consistently applied (excluding footnotes and routine year-end adjustments) and in a manner consistent with the Financial Statements (as defined below), and (ii) a reasonable calculation by the Company of the amount of the Net Working Capital and the amount of the Intercompany Loan, in each case as of the Reference Date, derived from the Consolidated Balance Sheet. (b) As soon as practicable after the date of this Agreement, the Purchaser and Renren shall engage PricewaterhouseCoopers LLP (or such other independent auditor reasonably selected by the Purchaser and Renren if PricewaterhouseCoopers LLP is unable or unwilling to serve) (the “Auditor”) to review the Consolidated Balance Sheet and finally determine the amount of the Net Working Capital and the amount of the Intercompany Loan as of the Reference Date as set out in the Consolidated Balance Sheet. Renren and the Company shall provide such Auditor with access to (and to examine and make copies of) the properties, books, records, work papers (including those of the parties’ respective accountants) and personnel of the Company for such purposes. The Parties shall cause the Auditor to determine and deliver the final amounts of the Net Working Capital and the Intercompany Loan, as of the Reference Date, to the Purchaser and Renren. Renren and the Company and their respective accountants shall cooperate in good faith to assist the Auditor to determine the amounts of the Net Working Capital and the Intercompany Loan, as of the Reference Date, which shall be final and binding on the parties hereto. Any expenses relating to the engagement of the Auditor shall be paid by the Company. (c) Prior to the Closing, Renren shall pay to the Company, an amount equal to (i) the sum of (A) if the Net Working Capital is negative, the absolute value of the Net Working Capital, (B) the Intercompany Loan, in each case as of the Reference Date as determined by the Auditor in accordance with Section 4.8(b), and (C) any loan extended by WFOE to the Baidu Nominee or the Renren Nominee for the Share Transfer minus (ii) the sum of (X) US$60,000,000 and (Y) US$6,800,000, as share premium for the 65,961,527 Ordinary Shares subscribed by Renren on August 23, 2013.