Common use of Closing Audit Clause in Contracts

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 180 120 days following the Closing ------------- Date, ------------- there shall be delivered to Iconixx Empyrean Holdings 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. AA in accordance with GAAP. The cost of preparing the Audited Closing Financial Statements shall be paid by Iconixx. The Majority 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 The cost of preparing the Audited Closing Financial Statements shall be paid by Empyrean Holdings. In the event that they dispute any item(s) contained the Majority Stockholders or Empyrean Holdings disputes an item in the Audited Closing Financial Statements, then Stockholders and Iconixx the Company shall jointly select and retain an independent "Big Five" accounting firm (the "Independent Accountants") to review the disputed item(smatter(s) in on the Audited Closing Financial Statements. In conducting such review, Xxxxxx Xxxxxxxx, L.L.P. AA shall provide the Independent Accountants with customary access to the work papers of Xxxxxx Xxxxxxxx, L.L.P. AA utilized in preparing the Audited Closing Financial Statements. The final determination of such disputed item(smatter(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 Persons disputing the Stockholders Audited Closing Financial Statements and Iconixxthe Company. If there is no such dispute, the Audited Closing Financial Statements shall be utilized to determine all such adjustments and shall be likewise final and binding.

Closing Audit. Within 180 days following the Closing Date, there ------------- there shall be delivered to Iconixx Iconixx, Buyer, the Company and to Stockholders Majority Members 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 Company and the Majority Members 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 the Company provides written notice within 20 days after receipt of the Audited Closing Financial Statements that they dispute it disputes any item(s) contained in the Audited Closing Financial Statements, then Stockholders the Company 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 2.13 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 paid by the Stockholders and IconixxCompany and/or the Majority Members as they may agree.

Closing Audit. Within 180 120 days following the Closing Date, ------------- there shall ------------- be delivered to Iconixx Xxxxxx Holdings 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. AA in accordance with GAAP. The cost of preparing the Audited Closing Financial Statements shall be paid by Iconixx. The Stockholders GAAP and Xxxxxx Xxxxxxxx & Co. ("BT&C") shall be afforded a reasonable opportunity to review the audit results (including any work papers prepared in connection therewith). In BT&C and AA shall mutually agree on the event that Stockholders provide written notice within 20 days after receipt Audited Closing Financial Statements. The cost of preparing the Audited Closing Financial Statements shall be paid equally by the Stockholders and Xxxxxx. In the event that they dispute any item(s) contained in BT&C and AA cannot agree on the Audited Closing Financial Statements, then Stockholders BT&C and Iconixx AA shall jointly select and retain an independent "Big Five" accounting firm (the "Independent Accountants") to review the disputed item(smatter(s) in on the Audited Closing Financial Statements. In conducting such review, Xxxxxx Xxxxxxxx, L.L.P. BT&C and AA shall provide the Independent Accountants and BSG Parent with customary access to the work papers of Xxxxxx Xxxxxxxx, L.L.P. AA utilized in preparing the Audited Closing Financial Statements. The final determination of such disputed item(smatter(s) by the Independent Accountants shall be utilized to determine all adjustments described in Section ------- 2.9 2.10 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 IconixxXxxxxx.

Closing Audit. Within 180 120 days following the Closing Date, ------------- Buyer will cause there shall to be delivered to Iconixx Buyer and to Stockholders Sellers an audit of the Company's balance sheet as of the Closing Date and statement of income and cash flows for the stub period of January 1, 1998 through and including the day prior to the Closing Date, and including a determination of the Company's Working Capital as of February 28, 1998 (the "Audited Closing Financial StatementsAUDITED CLOSING FINANCIAL STATEMENTS"). The Audited Closing Financial Statements Company's balance sheet at such date and income statement and statement of cash flows for such period shall be audited by Xxxxxx XxxxxxxxArthxx Xxxexxxx, L.L.P. XXP 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)Company. In the event that Stockholders provide written notice within 20 days after receipt of the Sellers unanimously dispute any items or assumptions or methodologies regarding the Audited Closing Financial Statements that they dispute any item(swithin ten (10) contained in business days after Sellers' receipt thereof, the Audited Closing Financial Statements, then Stockholders and Iconixx parties shall jointly select and retain an independent "Big FiveSix" accounting firm (the "Independent AccountantsINDEPENDENT ACCOUNTANTS") to review the disputed item(smatter(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 on the Audited Closing Financial Statements. The final determination of such disputed item(smatter(s) by the Independent Accountants shall be utilized to determine all adjustments described in Section ------- 2.9 below and reflected on the Audited Closing Financial Statements, which shall be final and binding on the parties solely for such --- all purposes. The cost of retaining the Independent Accountants shall be borne equally by Sellers, except that the Stockholders and IconixxCompany shall reimburse Sellers for one-half the cost of the Independent Accountants in the event that such review results in at least a $50,000 increase in the Company's Working Capital as reflected on the Audited Closing Financial Statements prepared by Arthxx Xxxexxxx, XXP.