Common use of Determination of Cash Flows Clause in Contracts

Determination of Cash Flows. The Cash Flows for each Fiscal Year included in a period described in Section 1 hereof shall be determined by the Company and shall be set forth in an Annual Statement of Cash Flows (an “Annual Statement”). Each Annual Statement shall be accompanied by a certificate from the Company to the effect that such Annual Statement was prepared in accordance with this Exhibit 9. A copy of each such Annual Statement and certificate shall be delivered to the Unilever Stockholder not later than 90 days after the end of the Fiscal Year to which such Annual Statement relates. If the Unilever Stockholder disagrees with the calculation of Cash Flows contained in an Annual Statement, the Unilever Stockholder may, within 15 Business Days after receipt of such Annual Statement, deliver a notice to the Company disagreeing with such calculation and setting forth the Unilever Stockholder’s calculation of such amount (a “Cash Flows Dispute Notice”). Any such Cash Flows Dispute Notice shall specify those items or amounts as to which the Unilever Stockholder disagrees (“Cash Flows Disputed Items”), and the Unilever Stockholder shall be deemed to have agreed with all items and amounts contained in the Annual Statement other than the Cash Flows Disputed Items. In connection with the Unilever Stockholder’s review of an Annual Statement, the Company, at the Unilever Stockholder’s expense, will provide the Unilever Stockholder with reasonable access at reasonable times to all books and records in the control of the Company relevant to such review. If a Cash Flows Dispute Notice shall be delivered in accordance with this Section 3, the parties shall, during the 15 Business Days following such delivery, use their reasonable best efforts to reach agreement on the Cash Flows Disputed Items in order to determine the amount of Cash Flows for the applicable Fiscal Year; provided, that such amount determined by the parties shall not be less than the amount shown on the Annual Statement nor more than the amount shown in the Cash Flows Dispute Notice. If the parties are not able to reach agreement as to the amount of Cash Flows for the applicable Fiscal Year during such additional 15-Business Day period, the determination of such amount shall be referred to the Accounting Expert in accordance with Sections 8.10 and 8.11(e) of the Agreement.