Audit and Contingencies Sample Clauses

Audit and Contingencies. 3.1 As provided for in the Preliminary Agreement, on January 27, 2003 Purchaser started an accounting, financial, legal, tax and operating audit in TCO and its controlled companies, as well as in all the documents and other elements related to Sellers’ Financial Obligations (the “Audit”). Said Audit shall be carried out in accordance with the usual market practices, Seller being required to make available to Purchaser, within a reasonable time, any and all documents reasonably requested by Purchaser for such purpose. With due regard to the procedures provided for in Section 3.2.2 below, by the end of the Audit, (a) the Actual Obligations (as defined in Section 2.2 above) shall cause adjustments to be made to the Price in accordance with the provisions of the referred Section 2.2, and (b) the contingent obligations, the undisclosed liabilities and the assets shortfall or differences ascertained in the Audit which have not given rise to the Price adjustment under the terms of Section 2.2 and which are defined as Contingencies in Section 4.2 below, shall be the subject matter of the Guaranty, as defined in Section 4.4 below and within the limits provided for therein. 3.2 For the purposes of this Section 3.2 and of Section IV below, the Contingencies shall be ranked as “probable”, “possible” and “remote”, in accordance with their probability of occurrence, and shall be valued at the rate of (i) one hundred per cent (100%) of their estimated loss value for those considered to be probable; (ii) fifty per cent (50%) of their estimated loss value for those considered as possible; and (iii) zero per cent (0%) for those considered as remote. In case, during the course of the Audit, Contingencies may be detected, in an amount ascertained in accordance with the referred ranking parameters, exceeding, either individually or in their aggregate amount, forty per cent (40%) of TCOPar’s total net worth as of December 31, 2002, based on the audited financial statements as of that date (copies of which are included in Annex 2.2 of this Final Agreement), Purchaser shall be entitled either to choose to go ahead with the Purchase, being guaranteed under the terms and with due regard to the limits of this Section III and of Section IV, or to terminate the Purchase, with consequent termination of this Final Agreement and not having, in this case, any obligation whatsoever in connection with the Purchase, including as far as it concerns the purchase of the Controlling Shares or an...