Common use of DETERMINATION OF FINAL NET WORTH Clause in Contracts

DETERMINATION OF FINAL NET WORTH. The Effective Date Balance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report (collectively, the "Effective Date Financial Reports") shall be prepared by the Buyer and the Buyer's Accountants as promptly as possible after the Closing, and the Buyer shall deliver the Effective Date Reports to the Seller and the Company's Accountants as soon as possible but in no event later than 30 days after the Closing Date. The Company's Accountants shall review the Effective Date Financial Reports (including any corresponding work papers of Buyer's Accountants) and report to the Buyer's Accountants in writing within 15 days of receipt thereof of any discrepancy. If the Company's Accountants and the Buyer's Accountants cannot resolve such discrepancy within 15 days after Buyer's Accountants receipt of such report, then they shall so notify the Sellers and the Buyer, and the Sellers and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Sellers and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Sellers and the Buyer shall be retained to review the Effective Date Financial Reports. The final net worth of the Company ("Final Net Worth") shall be determined consistent with the methods used by the Buyer's Accountants in preparing the Company's June 30, 1997 Balance Sheet Reports (e.g., the CitiBank Debt shall be deemed to remain outstanding and commissions and taxes payable shall be accrued). Such firm's conclusions as to the carrying values to appear on the Effective Date Financial Reports for purposes of determining the Final Net Worth shall be conclusive. The Sellers and the Buyer shall share equally in the expenses of retaining such independent accounting firm. The Buyer shall pay the expenses of the Buyer's Accountants for their review of the Effective Date Financial Reports, and the Sellers shall pay the expenses of Company's Accountants for their review of the Effective Date Financial Reports.

DETERMINATION OF FINAL NET WORTH. The Effective Each of the Closing Date Balance Sheet Report, the Effective Closing Date Accounts Receivable Report and Report, the Effective Closing Date Accounts Payable Report Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement (collectively, the "Effective Closing Date Financial Reports") of the Seller shall be prepared by the Buyer and the Buyer's Accountants Seller, as promptly as possible after the Closing. Seller's accountants shall then review and certify the Closing Date Reports, and the deliver them to Buyer shall deliver the Effective Date Reports to the Seller and the CompanyBuyer's Accountants as soon as possible but in no event later than accountants within 30 days after the Closing Date. The CompanyBuyer's Accountants accountants shall review the Effective Closing Date Financial Reports (including any corresponding work papers of BuyerSeller's Accountantsaccountants) and report to the BuyerSeller's Accountants accountants in writing within 15 days of receipt thereof of any discrepancy. If discrepancy between the CompanySeller's Accountants accountants certification and the Buyer's Accountants accountants results of review. If Seller's accountants and Buyer's accountants cannot resolve such discrepancy within 15 days after BuyerSeller's Accountants accountants receipt of such reportreported discrepancy, then they shall so notify the Sellers Seller and the Buyer, and the Sellers Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Sellers Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Sellers Seller and the Buyer shall be retained to review the Effective Closing Date Financial Reports. The final net worth of the Company ("Final Net Worth") shall be determined consistent with the methods used by the Buyer's Accountants in preparing the Company's June 30, 1997 Balance Sheet Reports (e.g., the CitiBank Debt shall be deemed to remain outstanding and commissions and taxes payable shall be accrued). Such firm's conclusions as to the carrying values to appear on the Effective Closing Date Financial Reports for purposes of determining the Final Net Worth of the Seller shall be conclusive. The Sellers Seller and the Buyer shall share equally in the expenses of retaining such independent accounting firm. The Buyer shall pay the expenses of the Buyer's Accountants accountants for their review of the Effective Closing Date Financial Reports, and the Sellers Seller shall pay the expenses of CompanySeller's Accountants accountants for their review of the Effective Closing Date Financial Reports.

DETERMINATION OF FINAL NET WORTH. The Effective Each of the Closing Date Balance Sheet Report, the Effective Closing Date Accounts Receivable Report and Report, the Effective Closing Date Accounts Payable Report Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement (collectively, the "Effective Closing Date Financial Reports") of the Seller shall be prepared compiled by the Buyer and the BuyerSeller's Accountants accountants, as promptly as possible after the Closing, and the Buyer shall deliver the Effective Date Reports delivered, along with a letter as to the Seller scope of such compilation, to Buyer and the CompanyBuyer's Accountants as soon as possible but in no event later than accountants within 30 days after the Closing Date. The CompanyBuyer's Accountants accountants shall review the Effective Closing Date Financial Reports (including any corresponding work papers of BuyerSeller's Accountantsaccountants) and report to the BuyerSeller's Accountants accountants in writing within 15 30 days of receipt thereof of any discrepancydiscrepancy as a result of their compilation thereof. If the CompanySeller's Accountants accountants and the Buyer's Accountants accountants cannot resolve such discrepancy within 15 30 days after BuyerSeller's Accountants accountants receipt of such reportreported discrepancy, then they shall so notify the Sellers Seller and the Buyer, and the Sellers . The Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Sellers Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Sellers Seller and the Buyer shall be retained to review the Effective Closing Date Financial Reports. The final net worth of the Company ("Final Net Worth") shall be determined consistent with the methods used by the Buyer's Accountants in preparing the Company's June 30, 1997 Balance Sheet Reports (e.g., the CitiBank Debt shall be deemed to remain outstanding and commissions and taxes payable shall be accrued). Such firm's conclusions as to any such discrepancy in the carrying values to appear on the Effective Closing Date Financial Reports for purposes of determining the Final Net Worth of the Seller shall be conclusive. The Sellers Seller and the Buyer shall share equally in the expenses of retaining such independent accounting firm. The Buyer shall pay the expenses of the Buyer's Accountants accountants for their review of the Effective Closing Date Financial Reports, and the Sellers Seller shall pay the expenses of CompanySeller's Accountants accountants for their review of the Effective Closing Date Financial Reports.

DETERMINATION OF FINAL NET WORTH. The Effective Each of the Closing Date Balance Sheet Report, the Effective Closing Date Accounts Receivable Report and Report, the Effective Closing Date Accounts Payable Report Report, and the Closing Date Income Statement (collectively, the "Effective Closing Date Financial Reports") of the Seller shall be prepared by the Buyer and the Buyer's Accountants Seller, as promptly as possible after the Closing. Seller's accountants shall then review and certify the Closing Date Reports, and the deliver them to Buyer shall deliver the Effective Date Reports to the Seller and the CompanyBuyer's Accountants as soon as possible but in no event later than accountants within 30 days after the Closing Date. The CompanyBuyer's Accountants accountants shall review the Effective Closing Date Financial Reports (including any corresponding work papers of BuyerSeller's Accountantsaccountants) and report to the BuyerSeller's Accountants accountants in writing within 15 30 days of receipt thereof of any discrepancy. If discrepancy between the CompanySeller's Accountants accountants certification and the Buyer's Accountants accountants results of review. If Seller's accountants and Buyer's accountants cannot resolve such discrepancy within 15 30 days after BuyerSeller's Accountants accountants receipt of such reportreported discrepancy, then they shall so notify the Sellers Seller and the Buyer, and the Sellers Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Sellers Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Sellers Seller and the Buyer shall be retained to review the Effective Closing Date Financial Reports. The final net worth of the Company ("Final Net Worth") shall be determined consistent with the methods used by the Buyer's Accountants in preparing the Company's June 30, 1997 Balance Sheet Reports (e.g., the CitiBank Debt shall be deemed to remain outstanding and commissions and taxes payable shall be accrued). Such firm's conclusions as to the carrying values to appear on the Effective Closing Date Financial Reports for purposes of determining the Final Net Worth of the Seller shall be conclusive. The Sellers Seller and the Buyer shall share equally in the expenses of retaining such independent accounting firm. The Buyer shall pay the expenses of the Buyer's Accountants accountants for their review of the Effective Closing Date Financial Reports, and the Sellers Seller shall pay the expenses of CompanySeller's Accountants accountants for their review of the Effective Closing Date Financial Reports.

DETERMINATION OF FINAL NET WORTH. The Effective Each of the Closing Date Balance Sheet Report, the Effective Closing Date Accounts Receivable Report and Report, the Effective Closing Date Accounts Payable Report Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement (collectively, the "Effective Closing Date Financial Reports") of the Seller shall be prepared by the Buyer and the Buyer's Accountants Seller, as promptly as possible after the Closing. Seller's accountants shall then review and certify the Closing Date Reports, and the deliver them to Buyer shall deliver the Effective Date Reports to the Seller and the CompanyBuyer's Accountants as soon as possible but in no event later than accountants within 30 days after the IPO Closing Date. The CompanyBuyer's Accountants accountants shall review the Effective Closing Date Financial Reports (including any corresponding work papers of BuyerSeller's Accountantsaccountants) and report to the BuyerSeller's Accountants accountants in writing within 15 30 days of receipt thereof of any discrepancy. If discrepancy between the CompanySeller's Accountants accountants certification and the Buyer's Accountants accountants results of review. If Seller's accountants and Buyer's accountants cannot resolve such discrepancy within 15 30 days after BuyerSeller's Accountants accountants receipt of such reportreported discrepancy, then they shall so notify the Sellers Seller and the Buyer, and the Sellers Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Sellers Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Sellers Seller and the Buyer shall be retained to review the Effective Closing Date Financial Reports. The final net worth of the Company ("Final Net Worth") shall be determined consistent with the methods used by the Buyer's Accountants in preparing the Company's June 30, 1997 Balance Sheet Reports (e.g., the CitiBank Debt shall be deemed to remain outstanding and commissions and taxes payable shall be accrued). Such firm's conclusions as to the carrying values to appear on the Effective Closing Date Financial Reports for purposes of determining the Final Net Worth of the Seller shall be conclusive. The Sellers Seller and the Buyer shall share equally in the expenses of retaining such independent accounting firm. The Buyer shall pay the expenses of the Buyer's Accountants accountants for their review of the Effective Closing Date Financial Reports, and the Sellers Seller shall pay the expenses of CompanySeller's Accountants accountants for their review of the Effective Closing Date Financial Reports.

DETERMINATION OF FINAL NET WORTH. The Effective Date Balance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report (collectively, the "Effective Date Financial Reports") shall be prepared by the Buyer Company and the BuyerCompany's Accountants as promptly as possible after the Closing, and the Buyer Seller shall deliver the Effective Date Reports to the Seller Buyer and the CompanyBuyer's Accountants as soon as possible but in no event later than 30 days after the Closing Date. The CompanyBuyer's Accountants shall review the Effective Date Financial Reports (including any corresponding work papers of BuyerCompany's Accountants) and report to the BuyerCompany's Accountants in writing within 15 days of receipt thereof of any discrepancy. If the Company's Accountants and the Buyer's Accountants cannot resolve such discrepancy within 15 days after Buyerthe Company's Accountants receipt of such report, then they shall so notify the Sellers Seller and the Buyer, and the Sellers Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Sellers Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Sellers Seller and the Buyer shall be retained to review the Effective Date Financial Reports. The final net worth of the Company ("Final Net Worth") shall be determined consistent with the methods used by the Buyer's Accountants in preparing the Company's June 30, 1997 Balance Sheet Reports (e.g., the CitiBank Debt shall be deemed to remain outstanding and commissions and taxes payable shall be accrued). Such firm's conclusions as to the carrying values any accounting issues relating to appear on the Effective Date Financial Reports for purposes of determining the Final Net Worth of the Company shall be conclusive. The Sellers Seller and the Buyer shall share equally in the expenses of retaining such independent accounting firm. The Buyer shall pay the expenses of the Buyer's Accountants for their review of the Effective Date Financial Reports, and the Sellers Seller shall pay the expenses of Company's Accountants for their review of the Effective Date Financial Reports.

DETERMINATION OF FINAL NET WORTH. The Effective Date Balance Sheet Report of the Company, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report shall be prepared by the Company, as promptly as possible after the Closing. Company's Accountants shall then compile the Effective Date Balance Sheet Report, and the Seller shall prepare the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report, and deliver the Effective Date Balance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report to the Buyer and the Buyer's Accountants within 30 days after the Closing Date. The Buyer's Accountants shall review the Effective Date Balance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report (collectively, the "Effective Date Financial Reports") shall be prepared by the Buyer and the Buyer's Accountants as promptly as possible after the Closing, and the Buyer shall deliver the Effective Date Reports to the Seller and the Company's Accountants as soon as possible but in no event later than 30 days after the Closing Date. The Company's Accountants shall review the Effective Date Financial Reports (including any corresponding work papers of BuyerCompany's Accountants) and report to the BuyerSeller's Accountants in writing within 15 days of receipt thereof of any discrepancy. If the Company's Accountants and the Buyer's Accountants cannot resolve such discrepancy within 15 days after BuyerCompany's Accountants receipt of such report, then they shall so notify the Sellers Seller and the Buyer, and the Sellers Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Sellers Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Sellers Seller and the Buyer shall be retained to review the Effective Date Financial Reports. The final net worth of the Company ("Final Net Worth") shall be determined consistent with the methods used by the Buyer's Accountants in preparing the Company's June 30, 1997 Balance Sheet Reports (e.g.Report, the CitiBank Debt shall be deemed to remain outstanding Effective Date Accounts Receivable Report and commissions and taxes payable shall be accrued)the Effective Date Accounts Payable Report. Such firm's conclusions as to the carrying values to appear on the Effective Date Financial Reports Balance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report for purposes of determining the Final Net Worth of the Company shall be conclusive. The Sellers Seller and the Buyer shall share equally in the expenses of retaining such independent accounting firm. The Buyer shall pay the expenses of the Buyer's Accountants for their review of the Effective Date Financial ReportsBalance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report, and the Sellers Seller shall pay the expenses of Company's Accountants for their review of the Effective Date Financial ReportsBalance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report. The Parties acknowledge and agree that any obligations paid or payable to Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxx or Xxxx Xxxx under their respective Bonus Agreements shall not be deducted from the determination of the Final Net Worth.

DETERMINATION OF FINAL NET WORTH. The Effective Each of the Closing Date Balance Sheet Report, the Effective Closing Date Accounts Receivable Report and Report, the Effective Closing Date Accounts Payable Report Report, the Closing Date Schedule of Accrued Liabilities and the Closing Date Income Statement (collectively, the "Effective Closing Date Financial Reports") of the Business shall be prepared by the Buyer and the Buyer's Accountants Seller, as promptly as possible after the Closing. Seller's accountants shall then review and certify the Closing Date Reports, and the deliver them to Buyer shall deliver the Effective Date Reports to the Seller and the CompanyBuyer's Accountants as soon as possible but in no event later than accountants within 30 days after the IPO Closing Date. The CompanyBuyer's Accountants accountants shall review the Effective Closing Date Financial Reports (including any corresponding work papers of BuyerSeller's Accountantsaccountants) and report to the BuyerSeller's Accountants accountants in writing within 15 30 days of receipt thereof of any discrepancy. If discrepancy between the CompanySeller's Accountants accountants certification and the Buyer's Accountants accountants results of review. If Seller's accountants and Buyer's accountants cannot resolve such discrepancy within 15 30 days after BuyerSeller's Accountants accountants receipt of such reportreported discrepancy, then they shall so notify the Sellers Seller and the Buyer, and the Sellers Seller and the Buyer shall attempt to resolve the discrepancy within 15 days of such notice. If the Sellers Seller and the Buyer cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Sellers Seller and the Buyer shall be retained to review the Effective Closing Date Financial Reports. The final net worth of the Company ("Final Net Worth") shall be determined consistent with the methods used by the Buyer's Accountants in preparing the Company's June 30, 1997 Balance Sheet Reports (e.g., the CitiBank Debt shall be deemed to remain outstanding and commissions and taxes payable shall be accrued). Such firm's conclusions as to the carrying values to appear on the Effective Closing Date Financial Reports for purposes of determining the Final Net Worth of the Business shall be conclusive. The Sellers Seller and the Buyer shall share equally in the expenses of retaining such independent accounting firm. The Buyer shall pay the expenses of the Buyer's Accountants accountants for their review of the Effective Closing Date Financial Reports, and the Sellers Seller shall pay the expenses of CompanySeller's Accountants accountants for their review of the Effective Closing Date Financial Reports.

DETERMINATION OF FINAL NET WORTH. The Effective Date Balance Sheet -------------------------------- Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report (collectively, the "Effective Date Financial Reports") shall be prepared by the Buyer JCR and the BuyerJCR's Accountants as promptly as possible after the Closing, and the Buyer Shareholder shall deliver the Effective Date Reports to the Seller LRA-CA and the Company's LRA Companies' Accountants as soon as possible but in no event later than 30 days after the Closing Date. The Company's LRA Companies' Accountants shall review the Effective Date Financial Reports (including any corresponding work papers of BuyerJCR's Accountants) and report to the BuyerJCR's Accountants in writing within 15 days of receipt thereof of any discrepancy. If the CompanyJCR's Accountants and the Buyer's LRA Companies' Accountants cannot resolve such discrepancy within 15 days after BuyerJCR's Accountants receipt of such report, then they shall so notify the Sellers and the BuyerParties, and the Sellers and the Buyer Parties shall attempt to resolve the discrepancy within 15 days of such notice. If the Sellers and the Buyer Parties cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Sellers and the Buyer all Parties shall be retained to review the Effective Date Financial Reports. The final net worth of the Company ("Final Net Worth") shall be determined consistent with the methods used by the Buyer's Accountants in preparing the Company's June 30, 1997 Balance Sheet Reports (e.g., the CitiBank Debt shall be deemed to remain outstanding and commissions and taxes payable shall be accrued). Such firm's conclusions as to the carrying values to appear on the Effective Date Financial Reports for purposes of determining the Final Net Worth of JCR shall be conclusive. The Sellers and the Buyer Parties shall share equally in the expenses of retaining such independent accounting firm. The Buyer LRA Companies shall pay the expenses of the Buyer's LRA Companies' Accountants for their review of the Effective Date Financial Reports, and the Sellers Shareholder shall pay the expenses of CompanyJCR's Accountants for their review of the Effective Date Financial Reports.

DETERMINATION OF FINAL NET WORTH. The Effective Date Balance Sheet -------------------------------- Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report (collectively, the "Effective Date Financial Reports") shall be prepared by the Buyer Rapidtext and the BuyerRapidtext's Accountants as promptly as possible after the Closing, and the Buyer Shareholders shall deliver the Effective Date Reports to the Seller LRA-CA and the Company's LRA Companies' Accountants as soon as possible but in no event later than 30 days after the Closing Date. The Company's LRA Companies' Accountants shall review the Effective Date Financial Reports (including any corresponding work papers of BuyerRapidtext's Accountants) and report to the BuyerRapidtext's Accountants in writing within 15 days of receipt thereof of any discrepancy. If the CompanyRapidtext's Accountants and the Buyer's LRA Companies' Accountants cannot resolve such discrepancy within 15 days after BuyerRapidtext's Accountants receipt of such report, then they shall so notify the Sellers and the BuyerParties, and the Sellers and the Buyer Parties shall attempt to resolve the discrepancy within 15 days of such notice. If the Sellers and the Buyer Parties cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Sellers and the Buyer all Parties shall be retained to review the Effective Date Financial Reports. The final net worth of the Company ("Final Net Worth") shall be determined consistent with the methods used by the Buyer's Accountants in preparing the Company's June 30, 1997 Balance Sheet Reports (e.g., the CitiBank Debt shall be deemed to remain outstanding and commissions and taxes payable shall be accrued). Such firm's conclusions as to the carrying values to appear on the Effective Date Financial Reports for purposes of determining the Final Net Worth of Rapidtext shall be conclusive. The Sellers and the Buyer Parties shall share equally in the expenses of retaining such independent accounting firm. The Buyer LRA Companies shall pay the expenses of the Buyer's LRA Companies' Accountants for their review of the Effective Date Financial Reports, and the Sellers Shareholders shall pay the expenses of CompanyRapidtext's Accountants for their review of the Effective Date Financial Reports.

DETERMINATION OF FINAL NET WORTH. The Effective Date Balance Sheet Report, the Effective Date Accounts Receivable Report and the Effective Date Accounts Payable Report (collectively, the "Effective Date Financial Reports") shall be prepared by the Buyer Medtext and the BuyerMedtext's Accountants as promptly as possible after the Closing, and the Buyer Shareholder shall deliver the Effective Date Reports to the Seller LRA-CA and the Company's LRA Companies' Accountants as soon as possible but in no event later than 30 days after the Closing Date. The Company's LRA Companies' Accountants shall review the Effective Date Financial Reports (including any corresponding work papers of BuyerMedtext's Accountants) and report to the BuyerMedtext's Accountants in writing within 15 days of receipt thereof of any discrepancy. If the CompanyMedtext's Accountants and the Buyer's LRA Companies' Accountants cannot resolve such discrepancy within 15 days after BuyerMedtext's Accountants receipt of such report, then they shall so notify the Sellers and the BuyerParties, and the Sellers and the Buyer Parties shall attempt to resolve the discrepancy within 15 days of such notice. If the Sellers and the Buyer Parties cannot resolve the discrepancy to their mutual satisfaction, another independent public accounting firm acceptable to the Sellers and the Buyer all Parties shall be retained to review the Effective Date Financial Reports. The final net worth of the Company ("Final Net Worth") shall be determined consistent with the methods used by the Buyer's Accountants in preparing the Company's June 30, 1997 Balance Sheet Reports (e.g., the CitiBank Debt shall be deemed to remain outstanding and commissions and taxes payable shall be accrued). Such firm's conclusions as to the carrying values to appear on the Effective Date Financial Reports for purposes of determining the Final Net Worth of Medtext shall be conclusive. The Sellers and the Buyer Parties shall share equally in the expenses of retaining such independent accounting firm. The Buyer LRA Companies shall pay the expenses of the Buyer's LRA Companies' Accountants for their review of the Effective Date Financial Reports, and the Sellers Shareholder shall pay the expenses of CompanyMedtext's Accountants for their review of the Effective Date Financial Reports.