Common use of Accounting Procedures Clause in Contracts

Accounting Procedures. The Buyer Purchase Price Calculations and the components thereof (as set forth in the Closing Statement), shall be determined based on consolidated balance sheets for the Transferred Entities as at the Calculation Time, and prepared in accordance with the Accounting Principles and Exhibit A or Exhibit B (as applicable); except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii) shall be based on facts and circumstances as they exist as at the Calculation Time and shall exclude the effect of any act, decision or event occurring after such time; (iii) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP; and (iv) shall calculate any reserves, accruals or other non-cash expense items on a daily accrual (as opposed to monthly accrual) basis to account for a Calculation Time that occurs on any date other than the last day of a calendar month. For the avoidance of doubt: (1) in the event that there is any inconsistency between the Accounting Principles, on the one hand, and the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable), on the other hand, the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable) shall apply; and (2) no amount shall be double-counted in calculating the amounts comprising either the Estimated Purchase Price or the Final Purchase Price.

Accounting Procedures. The Buyer Estimated Purchase Price, the Proposed Purchase Price Calculations Calculations, the Final Purchase Price and the components thereof (as set forth in the Closing Statement), determinations and calculations contained therein shall be determined prepared and calculated based on consolidated balance sheets for financial statements the Transferred Entities as at the Calculation Time, Company and its Subsidiaries prepared in accordance with GAAP, applied in a manner consistent with the Accounting Principles and methodologies and sample calculation of Net Working Capital set forth on Exhibit A or Exhibit B (as applicable); B, except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; , (ii) shall be based on facts and circumstances as they exist as at prior to the Calculation Time Closing and shall exclude the effect of any act, decision or event occurring after such time; the open of business on the Closing Date, (iii) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP; GAAP and (iv) shall calculate any reserves, accruals or other non-cash expense items on a daily accrual pro rata (as opposed to monthly accrual) basis to account for a Calculation Time Closing that occurs on any date other than the last day of a calendar month. For the avoidance of doubt: (1) , in the event that there is any inconsistency between the Accounting Principles, on the one hand, GAAP and the methodologiesaccounting principles and methodologies and sample calculation of Net Working Capital set forth on Exhibit B, rules, example calculations the accounting principles and notes reflected in Exhibit A or methodologies and sample calculation of Net Working Capital set forth on Exhibit B (as applicable), on the other hand, the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable) shall apply; and (2) . For the avoidance of doubt, no amount shall be double-counted in calculating the amounts comprising either the Estimated Purchase Price or the Final Purchase PricePrices.

Accounting Procedures. The Buyer Xxxxx Estimated Purchase Price, the Proposed Purchase Price Calculations Calculations, the Xxxxx Final Purchase Price and the components thereof (as set forth in the Closing Statement), calculations contained therein shall be determined based on consolidated the combined balance sheets for sheet of the Transferred Entities as at the Calculation Time, and prepared in accordance with the Accounting Principles Principles, consistently applied and the methodologies and notes for the sample calculations of the Xxxxx Closing Date Net Working Capital set forth in Exhibit A or Exhibit B (as applicable); A, except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; , (ii) shall be based on facts and circumstances as they exist as at the Calculation Time and shall exclude the effect of any act, decision or event occurring after such time; , (iii) shall follow the defined terms contained in this Agreement Agreement, whether or not such terms are consistent with GAAP; , and (iv) shall calculate any reserves, accruals or other non-cash expense items on a daily accrual (as opposed to monthly accrual) basis to account for a Calculation Time that occurs on any date other than the last day of a calendar month. For the avoidance of doubt: (1) , in the event that there is any inconsistency between the Accounting Principles, on the one hand, Principles and the methodologies, rules, example calculations methodologies and notes reflected for the sample calculation of the Xxxxx Closing Date Net Working Capital as set forth in Exhibit A, the methodologies and notes for the sample calculation of the Xxxxx Closing Date Net Working Capital set forth in Exhibit A or Exhibit B (as applicable), on the other hand, the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable) shall apply; and (2) . For the avoidance of doubt, no amount shall be double-counted in calculating the amounts comprising either the Xxxxx Estimated Purchase Price or the Xxxxx Final Purchase Price.

Accounting Procedures. The Buyer Estimated Purchase Price, the Proposed Purchase Price Calculations Calculations, the Final Purchase Price and the components thereof (as set forth in the Closing Statement), determinations and calculations contained therein shall be determined prepared and calculated based on consolidated balance sheets for the Transferred Entities as at reference financial information of the Calculation Time, and Company prepared in accordance with GAAP, applied in a manner consistent with the Transaction Accounting Principles and Reference Working Capital Statement set forth on Exhibit A or Exhibit B (as applicable); B, except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; , (ii) shall be based on facts and circumstances as they exist as at of the Calculation Time Closing and shall exclude the effect of any act, decision or event occurring after such time; the Closing, (iii) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP; GAAP and (iv) shall calculate any reserves, accruals or other non-cash expense items on a daily accrual pro rata (as opposed to monthly accrual) basis to account for a Calculation Time Closing that occurs on any date other than the last day of a calendar monthfiscal period. For the avoidance of doubt: (1) , in the event that there is any inconsistency between the Accounting Principles, on the one hand, GAAP and the methodologiesTransaction Accounting Principles and sample calculation of Reference Working Capital Statement set forth on Exhibit B, rules, example calculations the Transaction Accounting Principles and notes reflected in Exhibit A or Reference Working Capital Statement set forth on Exhibit B (as applicable), on the other hand, the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable) shall apply; and (2) . For the avoidance of doubt, no amount shall be double-counted in calculating the amounts comprising either the Estimated Purchase Price or the Final Purchase Price.

Accounting Procedures. The Estimated Adjustment Amount, the Buyer Purchase Price Calculations Proposed Calculations, the Final Adjustment Amount and the components thereof calculations contained therein (as set forth in other than the Closing Statement), calculation of the Client Consent Adjustment Amount) shall be determined based on the consolidated balance sheets for of the Transferred Entities Acquired Companies as at the Calculation Time, prepared consistently with the Audited Financial Statements and prepared in accordance with GAAP and the Accounting Principles principles, methodologies, policies, notes and procedures set forth in Exhibit A or Exhibit B (as applicable); except that such statementsA, calculations and determinations: which, for the avoidance of doubt, includes an illustrative calculation of (i) the Net Working Capital Adjustment Amount and (ii) the Final Adjustment Amount. Notwithstanding the foregoing, such principles, methodologies, policies, notes, procedures and determinations shall (A) not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; Transactions, (iiB) shall be based on facts and circumstances as they exist as at the Calculation Time and shall exclude the effect of any act, decision or event occurring after such time; time (iiiother than any action, decision or event taken by any Acquired Company in breach of this Agreement), (C) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP; GAAP and (ivD) shall calculate any reserves, accruals or other non-cash expense items on a daily accrual (as opposed to monthly accrual) basis to account for a Calculation Time that occurs on any date other than the last day of a calendar month. For the avoidance of doubt: (1) , in the event that there is any inconsistency between the Accounting Principles, on the one hand, GAAP and the principles, methodologies, rulespolicies, example calculations notes and notes reflected procedures set forth in Exhibit A or Exhibit B (as applicable), on for the other handsample calculation of the Closing Date Net Working Capital, the principles, methodologies, rulespolicies, example calculations notes and notes reflected procedures set forth in Exhibit A or Exhibit B (as applicable) shall apply; and (2) no amount shall be double-counted in calculating the amounts comprising either the Estimated Purchase Price or the Final Purchase Priceprevail.

Accounting Procedures. The Buyer Purchase Price Calculations and the components thereof (as set forth in the Estimated Closing Balance Sheet, Estimated Closing Statement), Closing Balance Sheet and Closing Statement and all determinations and calculations contained therein shall be prepared, determined based and calculated on a consolidated balance sheets basis for the Transferred Entities as at the Calculation Time, and prepared Company Group in accordance with GAAP and, to the Accounting Principles extent consistent with GAAP, using the same accounting principles, practices, procedures, policies and Exhibit A or Exhibit B methods (including classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied consistently with past practice by the Company Group and in the preparation of the Company Group’s audited balance sheet as applicable); of the Balance Sheet Date, except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; , (ii) shall be based on facts and circumstances as they exist as at of the Calculation Time Closing and shall exclude the effect of any act, decision or event occurring after such time; the Closing, (iii) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP; , and (iv) shall calculate any reserves, accruals or other non-cash expense items on a daily accrual pro rata (as opposed to monthly accrual) basis to account for a Calculation Time Closing that occurs on any date other than the last day of a calendar month. For Notwithstanding anything to the avoidance of doubt: (1) in the event that there is any inconsistency between the Accounting Principles, on the one hand, and the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable), on the other handcontrary contained herein, the methodologiesEstimated Closing Balance Sheet, rulesEstimated Closing Statement, example calculations Closing Balance Sheet and notes reflected in Exhibit A or Exhibit B (as applicable) shall apply; and (2) no amount Closing Statement shall be double-counted in calculating prepared using the amounts comprising either the Estimated Purchase Price or the Final Purchase PriceCompany Group’s past accounting principles, practices, procedures, policies and methods with respect to its accounting for facility operating leases.