Common use of DETERMINATION OF FINAL NET WORTH Clause in Contracts

DETERMINATION OF FINAL NET WORTH. Each of the Closing Date Balance Sheet Report, the Closing Date Accounts Receivable Report, the Closing Date Accounts Payable Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement (collectively, the "Closing Date Reports") of the Seller shall be compiled by the Seller's accountants, as promptly as possible after the Closing, and delivered, along with a letter as to the scope of such compilation, to Buyer and Buyer's accountants within 30 days after the Closing Date. The Buyer's accountants shall review the Closing Date Reports (including any corresponding work papers of Seller's accountants) and report to the Seller's accountants in writing within 30 days of receipt thereof of any discrepancy as a result of their compilation thereof. If Seller's accountants and Buyer's accountants cannot resolve such discrepancy within 30 days after Seller's accountants receipt of such reported discrepancy, then they shall so notify the Seller and the Buyer. The Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Seller and the Buyer shall be retained to review the Closing Date Reports. Such firm's conclusions as to any such discrepancy in the Closing Date Reports for purposes of determining the Final Net Worth of the Seller shall be conclusive. The Seller and the Buyer shall share equally in the expenses of retaining such accounting firm. The Buyer shall pay the expenses of the Buyer's accountants for their review of the Closing Date Reports, and the Seller shall pay the expenses of Seller's accountants for their review of the Closing Date Reports.

DETERMINATION OF FINAL NET WORTH. Each of the Closing Date Balance Sheet Report, the Closing Date Accounts Receivable Report, the Closing Date Accounts Payable Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement (collectively, the "Closing Date Reports") of the Seller shall be compiled prepared by the Seller's accountants, as promptly as possible after the Closing. Seller's accountants shall then review and certify the Closing Date Reports, and delivered, along with a letter as to the scope of such compilation, deliver them to Buyer and Buyer's accountants within 30 days after the Closing Date. The Buyer's accountants shall review the Closing Date Reports (including any corresponding work papers of Seller's accountants) and report to the Seller's accountants in writing within 30 days of receipt thereof of any discrepancy as a result between the Seller's accountants certification and the Buyer's accountants results of their compilation thereofreview. If Seller's accountants and Buyer's accountants cannot resolve such discrepancy within 30 days after Seller's accountants receipt of such reported discrepancy, then they shall so notify the Seller and the Buyer. The , and the Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Seller and the Buyer shall be retained to review the Closing Date Reports. Such firm's conclusions as to any such discrepancy in the carrying values to appear on the Closing Date Reports for purposes of determining the Final Net Worth of the Seller shall be conclusive. The Seller and the Buyer shall share equally in the expenses of retaining such accounting firm. The Buyer shall pay the expenses of the Buyer's accountants for their review of the Closing Date Reports, and the Seller shall pay the expenses of Seller's accountants for their review of the Closing Date Reports.

DETERMINATION OF FINAL NET WORTH. Each of the Closing The Effective Date Balance Sheet Report, the Closing Effective Date Accounts Receivable Report, Report and the Closing Effective Date Accounts Payable Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement Report (collectively, the "Closing Effective Date Financial Reports") of the Seller shall be compiled prepared by the SellerCompany and the Company's accountants, Accountants as promptly as possible after the Closing, and delivered, along with a letter as the Seller shall deliver the Effective Date Reports to the scope of such compilation, to Buyer and the Buyer's accountants within Accountants as soon as possible but in no event later than 30 days after the Closing Date. The Buyer's accountants Accountants shall review the Closing Effective Date Financial Reports (including any corresponding work papers of SellerCompany's accountantsAccountants) and report to the SellerCompany's accountants Accountants in writing within 30 15 days of receipt thereof of any discrepancy as a result of their compilation thereofdiscrepancy. If Sellerthe Company's accountants Accountants and the Buyer's accountants Accountants cannot resolve such discrepancy within 30 15 days after Sellerthe Company's accountants Accountants receipt of such reported discrepancyreport, then they shall so notify the Seller and the Buyer. The , and the Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Seller and the Buyer shall be retained to review the Closing Effective Date Financial Reports. Such firm's conclusions as to any such discrepancy in accounting issues relating to the Closing Effective Date Financial Reports for purposes of determining the Final Net Worth of the Seller Company shall be conclusive. The Seller and the Buyer shall share equally in the expenses of retaining such accounting firm. The Buyer shall pay the expenses of the Buyer's accountants Accountants for their review of the Closing Effective Date Financial Reports, and the Seller shall pay the expenses of SellerCompany's accountants Accountants for their review of the Closing Effective Date Financial Reports.

DETERMINATION OF FINAL NET WORTH. Each of the Closing The Effective Date Balance Sheet ReportReport of the Company, the Closing Effective Date Accounts Receivable Report, Report and the Closing Effective Date Accounts Payable Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement (collectively, the "Closing Date Reports") of the Seller Report shall be compiled prepared by the Seller's accountantsCompany, as promptly as possible after the Closing. Company's Accountants shall then compile the Effective Date Balance Sheet Report, and deliveredthe Seller shall prepare the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report, along with a letter as and deliver the Effective Date Balance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report to the scope of such compilation, to Buyer and the Buyer's accountants Accountants within 30 days after the Closing Date. The Buyer's accountants Accountants shall review the Closing Effective Date Reports Balance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report (including any corresponding work papers of SellerCompany's accountantsAccountants) and report to the Seller's accountants Accountants in writing within 30 15 days of receipt thereof of any discrepancy as a result of their compilation thereofdiscrepancy. If SellerCompany's accountants Accountants and the Buyer's accountants Accountants cannot resolve such discrepancy within 30 15 days after SellerCompany's accountants Accountants receipt of such reported discrepancyreport, then they shall so notify the Seller and the Buyer. The , and the Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Seller and the Buyer shall be retained to review the Closing Effective Date ReportsBalance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report. Such firm's conclusions as to any such discrepancy in the Closing carrying values to appear on the Effective Date Reports Balance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report for purposes of determining the Final Net Worth of the Seller Company shall be conclusive. The Seller and the Buyer shall share equally in the expenses of retaining such accounting firm. The Buyer shall pay the expenses of the Buyer's accountants Accountants for their review of the Closing Effective Date ReportsBalance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report, and the Seller shall pay the expenses of SellerCompany's accountants Accountants for their review of the Closing Effective Date ReportsBalance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report. The Parties acknowledge and agree that any obligations paid or payable to Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxx or Xxxx Xxxx under their respective Bonus Agreements shall not be deducted from the determination of the Final Net Worth.

DETERMINATION OF FINAL NET WORTH. Each of the Closing Date Balance Sheet Report, the Closing Date Accounts Receivable Report, the Closing Date Accounts Payable Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement (collectively, the "Closing Date Reports") of the Seller shall be compiled prepared by the Seller's accountants, as promptly as possible after the Closing. Seller's accountants shall then review and certify the Closing Date Reports, and delivered, along with a letter as to the scope of such compilation, deliver them to Buyer and Buyer's accountants within 30 days after the IPO Closing Date. The Buyer's accountants shall review the Closing Date Reports (including any corresponding work papers of Seller's accountants) and report to the Seller's accountants in writing within 30 days of receipt thereof of any discrepancy as a result between the Seller's accountants certification and the Buyer's accountants results of their compilation thereofreview. If Seller's accountants and Buyer's accountants cannot resolve such discrepancy within 30 days after Seller's accountants receipt of such reported discrepancy, then they shall so notify the Seller and the Buyer. The , and the Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Seller and the Buyer shall be retained to review the Closing Date Reports. Such firm's conclusions as to any such discrepancy in the carrying values to appear on the Closing Date Reports for purposes of determining the Final Net Worth of the Seller shall be conclusive. The Seller and the Buyer shall share equally in the expenses of retaining such independent accounting firm. The Buyer shall pay the expenses of the Buyer's accountants for their review of the Closing Date Reports, and the Seller shall pay the expenses of Seller's accountants for their review of the Closing Date Reports.

DETERMINATION OF FINAL NET WORTH. Each of the Closing The Effective Date Balance Sheet Report, the Closing Effective Date Accounts Receivable Report, Report and the Closing Effective Date Accounts Payable Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement Report (collectively, the "Closing Effective Date Financial Reports") of the Seller shall be compiled prepared by the SellerBuyer and the Buyer's accountants, Accountants as promptly as possible after the Closing, and delivered, along with a letter as the Buyer shall deliver the Effective Date Reports to the scope of such compilation, to Buyer Seller and Buyerthe Company's accountants within Accountants as soon as possible but in no event later than 30 days after the Closing Date. The BuyerCompany's accountants Accountants shall review the Closing Effective Date Financial Reports (including any corresponding work papers of SellerBuyer's accountantsAccountants) and report to the SellerBuyer's accountants Accountants in writing within 30 15 days of receipt thereof of any discrepancy as a result of their compilation thereofdiscrepancy. If Sellerthe Company's accountants Accountants and the Buyer's accountants Accountants cannot resolve such discrepancy within 30 15 days after SellerBuyer's accountants Accountants receipt of such reported discrepancyreport, then they shall so notify the Seller Sellers and the Buyer. The Seller , and the Sellers and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Seller Sellers and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Seller Sellers and the Buyer shall be retained to review the Closing Effective Date Financial Reports. The final net worth of the Company ("Final Net Worth") shall be determined consistent with the methods used by the Buyer's Accountants in preparing the Company's June 30, 1997 Balance Sheet Reports (e.g., the CitiBank Debt shall be deemed to remain outstanding and commissions and taxes payable shall be accrued). Such firm's conclusions as to any such discrepancy in the Closing carrying values to appear on the Effective Date Financial Reports for purposes of determining the Final Net Worth of the Seller shall be conclusive. The Seller Sellers and the Buyer shall share equally in the expenses of retaining such independent accounting firm. The Buyer shall pay the expenses of the Buyer's accountants Accountants for their review of the Closing Effective Date Financial Reports, and the Seller Sellers shall pay the expenses of SellerCompany's accountants Accountants for their review of the Closing Effective Date Financial Reports.

DETERMINATION OF FINAL NET WORTH. Each of the Closing The Effective Date Balance Sheet Reportof the Company, the Closing Effective Date Accounts Receivable Report, Report and the Closing Effective Date Accounts Payable Report, Report shall be prepared by the Closing Date Schedule of Accrued Liabilities and Seller with the Closing Date Income Statement (collectively, the "Closing Date Reports") cooperation of the Seller shall be compiled by the Seller's accountantsCompany on a consistent basis as before, as promptly as possible after the Closing, and delivered, along with a letter as shall be delivered to the scope of such compilation, to Buyer and Buyer's accountants within 30 thirty (30) days after the Closing Date. The Buyer's accountants Buyer shall review the Closing Effective Date Reports (including any corresponding work papers of Seller's accountants) Balance Sheet, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report and report to the Seller's accountants Seller in writing within 30 fifteen (15) days of receipt thereof of any discrepancy as a result of their compilation thereoftherein. If Seller's accountants Seller and Buyer's accountants Buyer cannot resolve any such discrepancy within 30 thirty (30) days after Seller's accountants receipt of such reported discrepancyresponse, then they shall so notify the Seller and the Buyer. The Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another an independent public accounting firm acceptable to the Seller and the Buyer shall be retained to review the Closing Effective Date ReportsBalance Sheet, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report and to make a final determination thereof no later than thirty (30) days after their receipt thereof. Such firm's conclusions as to any such discrepancy in the Closing carrying values to appear on the Effective Date Reports Balance Sheet, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report for purposes of determining the Final Net Worth of the Seller Company shall be conclusive. The Seller and the Buyer shall share equally in the expenses of retaining such accounting firm. The Buyer shall pay the expenses of the Buyer's accountants for their review of the Closing Date Reports, and the Seller shall pay the expenses of Seller's accountants for their review of the Closing Date Reports.

DETERMINATION OF FINAL NET WORTH. Each of the Closing Date Balance Sheet Report, the Closing Date Accounts Receivable Report, the Closing Date Accounts Payable Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement (collectively, the "Closing Date Reports") of the Seller Business shall be compiled prepared by the Seller's accountants, as promptly as possible after the Closing. Seller's accountants shall then review and certify the Closing Date Reports, and delivered, along with a letter as to the scope of such compilation, deliver them to Buyer and Buyer's accountants within 30 days after the IPO Closing Date. The Buyer's accountants shall review the Closing Date Reports (including any corresponding work papers of Seller's accountants) and report to the Seller's accountants in writing within 30 days of receipt thereof of any discrepancy as a result between the Seller's accountants certification and the Buyer's accountants results of their compilation thereofreview. If Seller's accountants and Buyer's accountants cannot resolve such discrepancy within 30 days after Seller's accountants receipt of such reported discrepancy, then they shall so notify the Seller and the Buyer. The , and the Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Seller and the Buyer shall be retained to review the Closing Date Reports. Such firm's conclusions as to any such discrepancy in the carrying values to appear on the Closing Date Reports for purposes of determining the Final Net Worth of the Seller Business shall be conclusive. The Seller and the Buyer shall share equally in the expenses of retaining such independent accounting firm. The Buyer shall pay the expenses of the Buyer's accountants for their review of the Closing Date Reports, and the Seller shall pay the expenses of Seller's accountants for their review of the Closing Date Reports.

DETERMINATION OF FINAL NET WORTH. Each of the Closing Date Balance Sheet Report, the Closing Date Accounts Receivable Report, the Closing Date Accounts Payable Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement (collectively, the "Closing Date Reports") of the Seller shall be compiled prepared by the Seller's accountants, as promptly as possible after the Closing. Seller's accountants shall then review and certify the Closing Date Reports, and delivered, along with a letter as to the scope of such compilation, deliver them to Buyer and Buyer's accountants within 30 days after the Closing Date. The Buyer's accountants shall review the Closing Date Reports (including any corresponding work papers of Seller's accountants) and report to the Seller's accountants in writing within 30 15 days of receipt thereof of any discrepancy as a result between the Seller's accountants certification and the Buyer's accountants results of their compilation thereofreview. If Seller's accountants and Buyer's accountants cannot resolve such discrepancy within 30 15 days after Seller's accountants receipt of such reported discrepancy, then they shall so notify the Seller and the Buyer. The , and the Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Seller and the Buyer shall be retained to review the Closing Date Reports. Such firm's conclusions as to any such discrepancy in the carrying values to appear on the Closing Date Reports for purposes of determining the Final Net Worth of the Seller shall be conclusive. The Seller and the Buyer shall share equally in the expenses of retaining such accounting firm. The Buyer shall pay the expenses of the Buyer's accountants for their review of the Closing Date Reports, and the Seller shall pay the expenses of Seller's accountants for their review of the Closing Date Reports.

DETERMINATION OF FINAL NET WORTH. Each of the Closing The Effective Date Balance Sheet Report, the Closing Effective Date Accounts Receivable Report, Report and the Closing Effective Date Accounts Payable Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement Report (collectively, the "Closing Effective Date Financial Reports") of the Seller shall be compiled prepared by the SellerMedtext and Medtext's accountants, Accountants as promptly as possible after the Closing, and delivered, along with a letter the Shareholder shall deliver the Effective Date Reports to LRA-CA and the LRA Companies' Accountants as to the scope of such compilation, to Buyer and Buyer's accountants within soon as possible but in no event later than 30 days after the Closing Date. The Buyer's accountants LRA Companies' Accountants shall review the Closing Effective Date Financial Reports (including any corresponding work papers of SellerMedtext's accountantsAccountants) and report to the SellerMedtext's accountants Accountants in writing within 30 15 days of receipt thereof of any discrepancy as a result of their compilation thereofdiscrepancy. If SellerMedtext's accountants Accountants and Buyer's accountants the LRA Companies' Accountants cannot resolve such discrepancy within 30 15 days after SellerMedtext's accountants Accountants receipt of such reported discrepancyreport, then they shall so notify the Seller Parties, and the Buyer. The Seller and the Buyer Parties shall attempt to resolve the discrepancy within 15 days of such notice. If the Seller and the Buyer Parties cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Seller and the Buyer all Parties shall be retained to review the Closing Effective Date Financial Reports. Such firm's conclusions as to any such discrepancy in the Closing carrying values to appear on the Effective Date Financial Reports for purposes of determining the Final Net Worth of the Seller Medtext shall be conclusive. The Seller and the Buyer Parties shall share equally in the expenses of retaining such accounting firm. The Buyer LRA Companies shall pay the expenses of the Buyer's accountants LRA Companies' Accountants for their review of the Closing Effective Date Financial Reports, and the Seller Shareholder shall pay the expenses of SellerMedtext's accountants Accountants for their review of the Closing Effective Date Financial Reports.

DETERMINATION OF FINAL NET WORTH. Each of the Closing The Effective Date Balance Sheet -------------------------------- Report, the Closing Effective Date Accounts Receivable Report, Report and the Closing Effective Date Accounts Payable Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement Report (collectively, the "Closing Effective Date Financial Reports") of the Seller shall be compiled prepared by the SellerRapidtext and Rapidtext's accountants, Accountants as promptly as possible after the Closing, and delivered, along with a letter the Shareholders shall deliver the Effective Date Reports to LRA-CA and the LRA Companies' Accountants as to the scope of such compilation, to Buyer and Buyer's accountants within soon as possible but in no event later than 30 days after the Closing Date. The Buyer's accountants LRA Companies' Accountants shall review the Closing Effective Date Financial Reports (including any corresponding work papers of SellerRapidtext's accountantsAccountants) and report to the SellerRapidtext's accountants Accountants in writing within 30 15 days of receipt thereof of any discrepancy as a result of their compilation thereofdiscrepancy. If SellerRapidtext's accountants Accountants and Buyer's accountants the LRA Companies' Accountants cannot resolve such discrepancy within 30 15 days after SellerRapidtext's accountants Accountants receipt of such reported discrepancyreport, then they shall so notify the Seller Parties, and the Buyer. The Seller and the Buyer Parties shall attempt to resolve the discrepancy within 15 days of such notice. If the Seller and the Buyer Parties cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Seller and the Buyer all Parties shall be retained to review the Closing Effective Date Financial Reports. Such firm's conclusions as to any such discrepancy in the Closing carrying values to appear on the Effective Date Financial Reports for purposes of determining the Final Net Worth of the Seller Rapidtext shall be conclusive. The Seller and the Buyer Parties shall share equally in the expenses of retaining such accounting firm. The Buyer LRA Companies shall pay the expenses of the Buyer's accountants LRA Companies' Accountants for their review of the Closing Effective Date Financial Reports, and the Seller Shareholders shall pay the expenses of SellerRapidtext's accountants Accountants for their review of the Closing Effective Date Financial Reports.

DETERMINATION OF FINAL NET WORTH. Each of the Closing The Effective Date Balance Sheet -------------------------------- Report, the Closing Effective Date Accounts Receivable Report, Report and the Closing Effective Date Accounts Payable Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement Report (collectively, the "Closing Effective Date Financial Reports") of the Seller shall be compiled prepared by the SellerJCR and JCR's accountants, Accountants as promptly as possible after the Closing, and delivered, along with a letter the Shareholder shall deliver the Effective Date Reports to LRA-CA and the LRA Companies' Accountants as to the scope of such compilation, to Buyer and Buyer's accountants within soon as possible but in no event later than 30 days after the Closing Date. The Buyer's accountants LRA Companies' Accountants shall review the Closing Effective Date Financial Reports (including any corresponding work papers of SellerJCR's accountantsAccountants) and report to the SellerJCR's accountants Accountants in writing within 30 15 days of receipt thereof of any discrepancy as a result of their compilation thereofdiscrepancy. If SellerJCR's accountants Accountants and Buyer's accountants the LRA Companies' Accountants cannot resolve such discrepancy within 30 15 days after SellerJCR's accountants Accountants receipt of such reported discrepancyreport, then they shall so notify the Seller Parties, and the Buyer. The Seller and the Buyer Parties shall attempt to resolve the discrepancy within 15 days of such notice. If the Seller and the Buyer Parties cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Seller and the Buyer all Parties shall be retained to review the Closing Effective Date Financial Reports. Such firm's conclusions as to any such discrepancy in the Closing carrying values to appear on the Effective Date Financial Reports for purposes of determining the Final Net Worth of the Seller JCR shall be conclusive. The Seller and the Buyer Parties shall share equally in the expenses of retaining such accounting firm. The Buyer LRA Companies shall pay the expenses of the Buyer's accountants LRA Companies' Accountants for their review of the Closing Effective Date Financial Reports, and the Seller Shareholder shall pay the expenses of SellerJCR's accountants Accountants for their review of the Closing Effective Date Financial Reports.