Closing Audit. Within ninety (90) days following the date hereof, ------------- there shall be delivered to Global and to Sellers an audit of the Preliminary Closing Balance Sheet (the "AUDITED CLOSING BALANCE SHEET") of the Companies at and as of the Closing Date or as of October 31, 1996 at the option of the Sellers. The Preliminary Closing Balance Sheet shall be audited by Ernst & Young in accordance with XXXX. The cost of the Audited Closing Balance Sheet shall be paid by Global. In the event that Sellers dispute any items on such Audited Closing Balance Sheet within ten days after Sellers' receipt thereof, the parties shall jointly select and retain an independent "Big Six" accounting firm (the "INDEPENDENT ACCOUNTANTS") to review the disputed items(s) on the Audited Closing Balance Sheet. The final determination of such disputed item(s) by the Independent Accountants shall be reflected on the Audited Closing Balance Sheet. The cost of retaining the Independent Accountants shall be borne by Sellers; provided, however, that Global shall reimburse Sellers for the cost of the Independent Accountants in the event that such review results in an increase of more than $25,000 in the Companies' Working Capital as reflected on the Audited Closing Balance prepared by Ernst & Young.
Closing Audit. Within 120 days following the Closing Date, Ernst & Young LLP shall prepare and deliver to the Seller and Buyer an audit of the balance sheet of the Company (the "AUDITED CLOSING BALANCE SHEET") at and as of the Closing Date. The cost to prepare the Audited Closing Balance Sheet shall be borne by Buyer. In the event that either Buyer or Seller disputes any item(s) on the Audited Closing Balance Sheet within ten days after such party's receipt thereof, the parties agree that another "Big Five" accounting firm acceptable to Buyer and Seller (the "INDEPENDENT ACCOUNTANTS") will review the disputed item(s) on the Audited Closing Balance Sheet. In conducting such review, the Independent Accountants shall be given access to the workpapers of Ernst & Young, LLP and Buyer shall make available on a reasonable basis those employees and representatives (including employees of Ernst & Young, LLP) who participated in the preparation of the Audited Closing Balance Sheet and the determination of Net Working Capital of Mercer contained therein. The final determination of such disputed item(s) by the Independent Accountants shall be reflected on the Audited Closing Balance Sheet and shall be final and binding on the parties for all purposes and all references to "Audited Closing Balance Sheet" elsewhere in this Agreement shall be deemed to refer to the Audited Closing Balance Sheet as modified by the Independent Accountants. The cost of retaining the Independent Accountants shall be borne by the disputing party; provided however, that the non-disputing party shall reimburse the disputing party for 50% of the cost of the Independent Accountants in the event that such review results in an increase (if Seller is the disputing party) or decrease (if Buyer is the disputing party) of more than $25,000 in the Net Working Capital of Mercer as reflected on the Audited Closing Balance Sheet audited by Ernst & Young LLP.
Closing Audit. 5 2.7 Post-Closing Purchase Price Adjustment................................... 6 ARTICLE III
Closing Audit. Within 180 days following the Closing Date, ------------- there shall be delivered to Iconixx and to Stockholders an audit of the Company's balance sheet as of the Closing Date (the "Audited Closing Financial Statements"). The Audited Closing Financial Statements shall be audited by Xxxxxx Xxxxxxxx, L.L.P. in accordance with GAAP. The cost of preparing the Audited Closing Financial Statements shall be paid by Iconixx. The Stockholders shall be afforded a reasonable opportunity to review the audit results (including any work papers prepared in connection therewith). In the event that Stockholders provide written notice within 20 days after receipt of the Audited Closing Financial Statements that they dispute any item(s) contained in the Audited Closing Financial Statements, then Stockholders and Iconixx shall jointly select and retain an independent "Big Five" accounting firm (the "Independent Accountants") to review the disputed item(s) in 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 final determination of such disputed item(s) by the Independent Accountants shall be utilized to determine all adjustments described in Section ------- 2.9 below and shall be final and binding on the parties solely for such --- purposes. The cost of retaining the Independent Accountants shall be borne equally by the Stockholders and Iconixx.
Closing Audit. Within sixty (60) calendar days after the Closing Date, Deloitte Touche Tomatsu (“Deloitte”), or other independent auditors approved by Buyer will prepare an audited balance sheet of the Business, as at the Closing Date, and an audited statement of income of the Business for the period beginning January 1, 2007 and ending on the Closing Date. The fees and expenses of such audit shall be paid by Seller; provided, that Buyer will reimburse Seller for the incremental audit fees as compared to the fees associated with Seller’s previous statutory audit. Promptly after completion of such audit Deloitte shall supply Seller with copies of the Audited Closing Financial Statements and Deloitte’s opinion thereon (together with the Audited Closing Financial Statements, the “Audit Report”) stating that the Audited Closing Financial Statements have been prepared in accordance with U.S. GAAP on a going concern basis consistently applied.
Closing Audit. 8 2.8 Post-closing Purchase Price Adjustment................................ 8
Closing Audit. 7 2.8 Post-Closing Purchase Price Adjustment.................... 7 ARTICLE III.......................................................... 8 3.1 Capitalization............................................ 8 3.2
Closing Audit. 13 2.13 Post-Closing Net Working Capital Adjustment....................13 ARTICLE III
Closing Audit. Within 120 days following the Closing Date, there shall be delivered to Investors and to Shareholders an audit of the Company's balance sheet and statements of income and cash flows as of and for the two months ended February 28, 1998 (the "ADJUSTED CLOSING FINANCIAL STATEMENTS"). The Adjusted Closing Financial Statements shall be audited by Arthxx Xxxexxxx, XXP ("AA") in accordance with GAAP and then adjusted to be in accordance with the Company's prior accounting practices. The cost of preparing the Adjusted Closing Financial Statements shall be paid by the Company. In the event that Allied Parent disputes any items or assumptions or methodologies regarding the Adjusted Closing Financial Statements within thirty (30) days after Allied Parent's receipt thereof, Allied Parent and Thayxx XXX shall jointly select and retain an independent "Big Six" accounting firm (the "INDEPENDENT ACCOUNTANTS") to review the disputed matter(s) on the Adjusted Closing Financial Statements. In conducting such review, the Company and AA shall provide the Independent Accountants and, during the thirty (30) day period, Allied Parent, with customary access to the work papers of AA utilized in preparing the Adjusted Closing Financial Statements. The final determination of such disputed matter(s) by the Independent Accountants shall be utilized to determine all adjustments described in Section 2.10 below and shall be final and binding on the parties for such purposes. The cost of retaining the Independent Accountants shall be borne by Shareholders, except that the Company shall reimburse Shareholders for one-half the cost of the Independent Accountants in the event that such review results in at least a
Closing Audit. 10 2.9 Post-Closing Net Working Capital Adjustment...........................................10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY, INVISIONS GROUP AND STOCKHOLDERS.........11 3.1 Capitalization........................................................................11 3.2
