Examples of Audited Closing Financial Statements in a sentence
The Net Working Capital Adjustment shall be determined by referring to the Audited Closing Financial Statements.
Seller shall permit KPMG LLP to consult with the independent auditors of Buyer in the preparation of the Audited Closing Financial Statements and to consider in good faith any recommendations made by Buyer's independent auditors in respect thereto.
Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial computations required under this Agreement shall be made, in accordance with GAAP applied in a manner consistent with that used in preparing the Audited Closing Financial Statements, except as otherwise specifically prescribed herein.
Buyer shall use commercially reasonable efforts to assist Seller and KPMG LLP and shall cooperate fully and promptly with Seller and KPMG LLP by providing information and providing assistance as Seller or KPMG LLP may reasonably request in connection with the preparation of the Audited Closing Financial Statements.
In conducting such review, Xxxxxx Xxxxxxxx, L.L.P. shall provide the Independent Accountants with customary access to the work papers of Xxxxxx Xxxxxxxx, L.L.P. utilized in preparing the Audited Closing Financial Statements.
The Audited Closing Financial Statements shall be audited by Xxxxxx Xxxxxxxx, L.L.P. in accordance with GAAP.
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As from the date of the receipt by the Purchasers of the Audited Closing Financial Statements and the Adjustment Certificate (the "Delivery Date"), Paradigm and Ernst & Young (the "Purchasers' Auditors") may proceed at the Purchasers' expense with a review of the Audited Closing Financial Statements and the Adjustment Certificate.
No later than thirty (30) days following the delivery of the Audited Closing Financial Statements to Buyer as provided in Section 4.12 hereof, Buyer shall cause to be prepared in accordance with the Specified Accounting Principles a statement (the "Closing Date Schedule") setting forth in reasonable detail Buyer's calculation of Closing Cash and Closing Net Working Capital, and shall deliver the Closing Date Schedule to Seller.
The final amount of the Offshore Consideration shall be subject to (a) an adjustment on the Agreed Value on a pro-rata basis based on the Final Total GFA as reflected in the real estate title certificate of Property A and (b) another adjustment on the Estimated Net Asset Adjustment on a dollar-for-dollar basis based on the final amount of the Net Asset Adjustment as reflected in the Audited Closing Financial Statements.