Common use of Closing Audit Clause in Contracts

Closing Audit. Within 120 days following the Closing ------------- Date, there shall be delivered to 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 AA in accordance with GAAP. The Majority Stockholders shall be afforded a reasonable opportunity to review the audit results (including any work papers prepared in connection therewith). The cost of preparing the Audited Closing Financial Statements shall be paid by Empyrean Holdings. In the event that the Majority Stockholders or Empyrean Holdings disputes an item in the Audited Closing Financial Statements, the Company shall select and retain an independent "Big Five" accounting firm (the "Independent Accountants") to review the disputed matter(s) on the Audited Closing Financial Statements. In conducting such review, AA shall provide the Independent Accountants with customary access to the work papers of AA utilized in preparing the Audited 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 2.9 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 Audited Closing Financial Statements and the 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 120 180 days following the Closing ------------- Date, ------------- there shall be delivered to Empyrean Holdings 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 AA Xxxxxx Xxxxxxxx, L.L.P. in accordance with GAAP. The Majority 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). The cost In the event that Stockholders provide written notice within 20 days after receipt of preparing the Audited Closing Financial Statements shall be paid by Empyrean Holdings. In the event that the Majority Stockholders or Empyrean Holdings disputes an item they dispute any item(s) contained in the Audited Closing Financial Statements, the Company then Stockholders and Iconixx shall jointly select and retain an independent "Big Five" accounting firm (the "Independent Accountants") to review the disputed matter(sitem(s) on in the Audited Closing Financial Statements. In conducting such review, AA Xxxxxx Xxxxxxxx, L.L.P. shall provide the Independent Accountants with customary access to the work papers of AA Xxxxxx Xxxxxxxx, L.L.P. utilized in preparing the Audited Closing Financial Statements. The final determination of such disputed matter(sitem(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 Audited Closing Financial Statements Stockholders and the 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 bindingIconixx.

Closing Audit. Within 120 180 days following the Closing ------------- Date, there ------------- shall be delivered to Empyrean Holdings 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 AA Xxxxxx Xxxxxxxx, L.L.P. in accordance with GAAP. The cost of preparing the Audited Closing Financial Statements shall be paid by Iconixx. The Company and the Majority Stockholders Members shall be afforded a reasonable opportunity to review the audit results (including any work papers prepared in connection therewith). The cost In the event that the Company provides written notice within 20 days after receipt of preparing the Audited Closing Financial Statements shall be paid by Empyrean Holdings. In the event that the Majority Stockholders or Empyrean Holdings it disputes an item any item(s) contained in the Audited Closing Financial Statements, then the Company and Iconixx shall jointly select and retain an independent "Big Five" accounting firm (the "Independent Accountants") to review the disputed matter(sitem(s) on in the Audited Closing Financial Statements. In conducting such review, AA Xxxxxx Xxxxxxxx, L.L.P. shall provide the Independent Accountants with customary access to the work papers of AA Xxxxxx Xxxxxxxx, L.L.P. utilized in preparing the Audited Closing Financial Statements. The final determination of such disputed matter(sitem(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 Persons disputing the Audited Closing Financial Statements and Company and/or the 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 bindingMajority Members as they may agree.

Closing Audit. Within 120 days following the Closing ------------- Date, there shall ------------- be delivered to Empyrean 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 AA in accordance with GAAP. The Majority 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). BT&C and AA shall mutually agree on the Audited Closing Financial Statements. The cost of preparing the Audited Closing Financial Statements shall be paid equally by Empyrean Holdingsthe Stockholders and Xxxxxx. In the event that the Majority Stockholders or Empyrean Holdings disputes an item in BT&C and AA cannot agree on the Audited Closing Financial Statements, the Company BT&C and AA shall jointly select and retain an independent "Big Five" accounting firm (the "Independent Accountants") to review the disputed matter(s) on the Audited Closing Financial Statements. In conducting such review, BT&C and AA shall provide the Independent Accountants and BSG Parent with customary access to the work papers of AA utilized in preparing the Audited 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 2.9 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 Persons disputing the Audited Closing Financial Statements Stockholders and the 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 bindingXxxxxx.