Common use of Closing Audit Clause in Contracts

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 ninety (90) 90 days following the date hereofClosing Date, ------------- there shall be delivered to Global and to Sellers Seller an audit of the Preliminary Closing Balance Sheet (the "AUDITED CLOSING BALANCE SHEET") of the Companies Company at and as of the Closing Date or as of October 31, 1996 at the option of the SellersEffective Date. The Preliminary Closing Balance Sheet shall be audited by Ernst & Young Young, LLP in accordance with XXXXGAAP. The cost of the Audited Closing Balance Sheet shall be paid by Global. In the event that Sellers dispute the Seller disputes any items on such the Audited Closing Balance Sheet within ten days after Sellers' Seller's receipt thereof, the parties shall jointly select and retain an independent "Big Six" accounting firm (the "INDEPENDENT ACCOUNTANTS") to review the disputed items(sitem(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 SellersSeller; provided, however, that Global shall reimburse Sellers Seller for the cost of the Independent Accountants in the event that such review results in an increase of more than $25,000 50,000 in the Companies' Company's Working Capital as reflected on the Audited Closing Balance Sheet prepared by Ernst & Young, LLP. In calculating the Working Capital as reflected on the Audited Closing Balance Sheet, no adjustment will be made to conform inventory to reflect Global's net costs or for adjustments of parts to a percentage of service billing.

Closing Audit. Within ninety (90) 90 days following the date hereofClosing Date, ------------- there shall be delivered to Global and to Sellers Seller an audit of the Preliminary Closing Balance Sheet (the "AUDITED CLOSING BALANCE SHEET") of the Companies Company at and as of the Closing Date or as of October 31, 1996 at the option of the SellersEffective Date. The Preliminary Closing Balance Sheet shall be audited by Ernst & Young Young, LLP in accordance with XXXXGAAP. The cost of the Audited Closing Balance Sheet shall be paid by Global. In the event that Sellers dispute the Seller disputes any items on such the Audited Closing Balance Sheet within ten days after Sellers' Seller's receipt thereof, the parties shall jointly select and retain an independent "Big Six" accounting firm (the "INDEPENDENT ACCOUNTANTS") to review the disputed items(sitem(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 equally 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 & YoungSeller and Global.

Closing Audit. Within ninety (90) 120 days following the date hereofClosing Date, there ------------- there shall be delivered to Global and to Sellers Seller an audit of the Preliminary Closing Balance Sheet (the "AUDITED CLOSING BALANCE SHEET") of the Companies Company at and as of the Closing Date or as of October 31, 1996 at the option of the SellersEffective Date. The Preliminary Closing Balance Sheet shall be audited by Ernst & Young Young, LLP in accordance with XXXXGAAP. The cost of the Audited Closing Balance Sheet shall be paid by Global. In the event that Sellers dispute the Seller disputes any items on such the Audited Closing Balance Sheet within ten days after Sellers' Seller's receipt thereof, the parties shall jointly select and retain an independent "Big Six" accounting firm (the "INDEPENDENT ACCOUNTANTS") to review the disputed items(sitem(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 SellersSeller; provided, however, that Global shall reimburse Sellers Seller for the cost of the Independent Accountants in the event that such review results in an increase of more than $25,000 50,000 in the Companies' Company's Working Capital as reflected on the Audited Closing Balance Sheet prepared by Ernst & Young, LLP.

Closing Audit. Within ninety (90) days following the date hereofClosing ------------- Date, ------------- 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 SellersDate. The Preliminary Closing Balance Sheet shall be audited by Ernst & Young in accordance with XXXXGAAP. 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(sitem(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 equally 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 & Youngand Global.

Closing Audit. Within ninety (90) 120 days following the date hereofClosing Date, there ------------- there shall be delivered to Global Xxxxxx and to Sellers Seller an audit of the Preliminary Closing Balance Sheet (the "AUDITED CLOSING BALANCE SHEET") of the Companies Company at and as of the Closing Date or as of October 31, 1996 at the option of the SellersEffective Date. The Preliminary Closing Balance Sheet shall be audited by Ernst & Young Young, LLP in accordance with XXXXGAAP. The cost of the Audited Closing Balance Sheet shall be paid by GlobalXxxxxx. In the event that Sellers dispute the Seller disputes any items on such the Audited Closing Balance Sheet within ten thirty days after Sellers' Seller's receipt thereof, the parties shall jointly select and retain an independent "Big Six" accounting firm (the "INDEPENDENT ACCOUNTANTS") to review the disputed items(sitem(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 SellersSeller; provided, however, that Global Xxxxxx shall reimburse Sellers Seller 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' Company's Working Capital as reflected on the Audited Closing Balance Sheet prepared by Ernst & Young, LLP.

Closing Audit. Within ninety (90) 120 days following the date hereofClosing Date, ------------- there shall be delivered to Global Buyer and to Sellers the Seller 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 AA in accordance with XXXXModified GAAP. The cost of preparing the Audited Closing Balance Sheet shall be paid by Globalthe Company. In the event that Sellers dispute the Seller disputes any items on such or assumptions or methodologies regarding the Audited Closing Balance Sheet within ten fifteen (15) business days after Sellers' the Seller's receipt thereof, the parties shall jointly select and retain an independent "Big Six" accounting firm (the "INDEPENDENT ACCOUNTANTS") to review the disputed items(smatter(s) on the Audited Closing Balance Sheet. The final determination of such disputed item(smatter(s) by the Independent Accountants shall be reflected on the Audited Closing Balance Sheet, which shall be final and binding on the parties for all purposes. The cost of retaining the Independent Accountants shall be borne by Sellers; providedthe Seller, however, except that Global the Company shall reimburse Sellers the Seller for one-half the cost of the Independent Accountants in the event that such review results in an at least a $75,000 increase of more than $25,000 in the Companies' Working Capital Company's Net Worth as reflected on the Audited Closing Balance Sheet prepared by Ernst & YoungAA.