Common use of Final Closing Balance Sheet Clause in Contracts

Final Closing Balance Sheet. The Closing Balance Sheet or, if it has been adopted or finally determined pursuant to Section 2.7(a)(iii), the Revised Closing Balance Sheet, as appropriate, shall be deemed to be final, binding and conclusive on Parent and the Executing Stockholders, the Executing Option Holders and Non-Owner Participants (the “Final Closing Balance Sheet”) upon the earliest of (A) the failure of the Stockholder Representative to deliver to Parent the Dispute Notice by the twentieth (20th) Business Day following Parent’s delivery of the Closing Balance Sheet to the Stockholder Representative; (B) the resolution of all disputes by Parent and the Stockholder Representative, as evidenced by, if appropriate, a Revised Closing Balance Sheet certified in writing by the Stockholder Representative and Parent; or (C) the resolution of all disputes by the Independent Accounting Firm, and, if applicable, Parent and the Stockholder Representative, in accordance with Section 2.7(a)(iii), as evidenced by written certification by the Stockholder Representative and Parent including, if appropriate, a Revised Closing Balance Sheet. Subject to Section 2.7(b)(ix), any adjustment of the Merger Consideration based on the Final Closing Balance Sheet shall be made on the fifth (5th) Business Day following the determination of the Final Closing Balance Sheet (the “Adjustment Payment Date”) in accordance with Section 2.7(b) below. The unpaid Debt as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Debt”. The unpaid Transaction Expenses as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Transaction Expenses”. The consolidated Cash of the Centerre Companies as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Cash”.

Final Closing Balance Sheet. The From the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser (including access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the Closing Balance Sheet orand the Closing Calculation. Within ninety (90) days after the delivery of the Closing Balance Sheet and the Closing Calculation, Sellers shall have completed a review of the Closing Balance Sheet and the Closing Calculation. After such review, if it has been adopted or finally determined pursuant to Section 2.7(a)(iii), Sellers and Purchaser reach agreement on the Revised Closing Balance SheetSheet and the Closing Calculation, as appropriate, such balance sheet shall be deemed to be final, binding and conclusive on Parent and the Executing Stockholders, the Executing Option Holders and Non-Owner Participants (the “Final Closing Balance Sheet”) upon ” and such calculation of Net Asset Value shall be the earliest of (A) the failure of the Stockholder Representative “Final Closing Calculation.” If however, Sellers and Purchaser are unable to deliver to Parent the Dispute Notice by the twentieth (20th) Business Day following Parent’s delivery of reach agreement on the Closing Balance Sheet and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the Stockholder Representative; parties hereto (Bthe “Accountants”) for resolution. Such resolution by the resolution Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all disputes items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed by Parent the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Stockholder Representative, as evidenced by, if appropriate, a Revised Closing Balance Sheet certified in writing by the Stockholder Representative and Parent; or (C) the resolution of all disputes by the Independent Accounting Firm, and, if applicable, Parent and the Stockholder Representative, Closing Calculation as modified in accordance with Section 2.7(a)(iii), as evidenced by written certification by the Stockholder Representative and Parent including, if appropriate, a Revised Closing Balance Sheet. Subject to Section 2.7(b)(ix), any adjustment of the Merger Consideration based on the Final Closing Balance Sheet Accountants Report shall be made on the fifth (5th) Business Day following the determination of the Final Closing Balance Sheet (the “Adjustment Payment Date”) in accordance with Section 2.7(b) below. The unpaid Debt as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Debt”. The unpaid Transaction Expenses as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as Sheet” and the “Final Closing Transaction ExpensesCalculation”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The consolidated Cash of fees charged by the Centerre Companies as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Cash”Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliates.

Final Closing Balance Sheet. The (i) Following the Closing, Buyer shall prepare and deliver to the Seller no later than the seventy-fifth (75th) day following the Closing Date, a proposed Final Closing Balance Sheet or, if it has been adopted or finally determined pursuant to Section 2.7(a)(iii), of the Revised Closing Balance Sheet, as appropriate, shall be deemed to be final, binding and conclusive on Parent and Company setting forth the Executing Stockholders, the Executing Option Holders and Non-Owner Participants (the “proposed Final Closing Balance Sheet”) upon the earliest of (A) the failure Cash, Final Debt, Final Seller Transaction Costs and Final Net Working Capital, together with Buyer’s calculation of the Stockholder Representative to deliver to Parent the Dispute Notice by the twentieth (20th) Business Day following Parent’s delivery of the Closing Balance Sheet to the Stockholder Representative; (B) the resolution of all disputes by Parent Final Purchase Price, together in each case with reasonable supporting {N0221423 } 16 documentation and the Stockholder Representative, as evidenced by, if appropriate, a Revised Closing Balance Sheet certified in writing by the Stockholder Representative and Parent; or (C) the resolution of all disputes by the Independent Accounting Firm, and, if applicable, Parent and the Stockholder Representative, in accordance with Section 2.7(a)(iii), as evidenced by written certification by the Stockholder Representative and Parent including, if appropriate, a Revised Closing Balance Sheetwork papers related thereto. Subject to Section 2.7(b)(ix), any adjustment of the Merger Consideration based on the The Final Closing Balance Sheet shall be made on prepared consistent with the fifth (5th) Business Day following the determination of the Statement Principles. Buyer’s proposed Final Closing Balance Sheet (the “Adjustment Payment Date”) in accordance with Section 2.7(b) below. The unpaid Debt as and calculation of the Effective Time as reflected Final Purchase Price delivered to the Seller shall be final and binding on the Parties unless the Seller objects within thirty (30) days after receipt thereof by: (1) notifying Buyer in writing of each objection; and (2) delivering to Buyer a written statement describing in reasonable detail the basis for each objection along with the Seller’s proposed Final Closing Balance Sheet is referred and calculation of the Final Purchase Price, which shall set forth the proposed amount of each item with respect to herein as which Seller objects and reasonable supporting detail with respect to the calculation thereof (the notice and statements contemplated by the immediately preceding clauses (1) and (2), the “Final Closing DebtObjection Notice”); provided that the Seller may not dispute the Statement Principles. The unpaid Transaction Expenses as Any component of the Effective Time as reflected in the Buyer’s proposed Final Closing Balance Sheet is referred to herein as the “Final Closing Transaction Expenses”. The consolidated Cash and calculation of the Centerre Companies as Final Purchase Price that is not the subject of an objection by the Seller shall be final and binding on the Parties. If Buyer agrees with the objection(s) of the Effective Time as reflected in Seller, the Seller’s proposed Final Closing Balance Sheet is referred to herein as and the “Seller’s calculation of the Final Purchase Price, then the Seller’s proposed Final Closing Cash”Balance Sheet and calculation of the Final Purchase Price shall be final and binding on the Parties.

Final Closing Balance Sheet. The From the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser (including access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the Closing Balance Sheet orand the Closing Calculation. Within ninety (90) days after the delivery of the Closing Balance Sheet and the Closing Calculation, Sellers shall have completed a review of the Closing Balance Sheet and the Closing Calculation. After such review, if it has been adopted or finally determined pursuant to Section 2.7(a)(iii), Sellers and Purchaser reach agreement on the Revised Closing Balance SheetSheet and the Closing Calculation, as appropriate, such balance sheet shall be deemed to be final, binding and conclusive on Parent and the Executing Stockholders, the Executing Option Holders and Non-Owner Participants (the “Final Closing Balance Sheet”) upon ” and such calculation of Net Asset Value shall be the earliest of (A) the failure of the Stockholder Representative “Final Closing Calculation.” If however, Sellers and Purchaser are unable to deliver to Parent the Dispute Notice by the twentieth (20th) Business Day following Parent’s delivery of reach agreement on the Closing Balance Sheet and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the Stockholder Representative; parties hereto (Bthe “Accountants”) for resolution. Such resolution by the resolution Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all disputes items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed by Parent the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Stockholder Representative, as evidenced by, if appropriate, a Revised Closing Balance Sheet certified in writing by the Stockholder Representative and Parent; or (C) the resolution of all disputes by the Independent Accounting Firm, and, if applicable, Parent and the Stockholder Representative, Closing Calculation as modified in accordance with Section 2.7(a)(iii), as evidenced by written certification by the Stockholder Representative and Parent including, if appropriate, a Revised Closing Balance Sheet. Subject to Section 2.7(b)(ix), any adjustment of the Merger Consideration based on the Final Closing Balance Sheet Accountants Report shall be made on the fifth (5th) Business Day following the determination of the Final Closing Balance Sheet (the “Adjustment Payment Date”) in accordance with Section 2.7(b) below. The unpaid Debt as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Debt”. The unpaid Transaction Expenses as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as Sheet” and the “Final Closing Transaction ExpensesCalculation”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliates. 18 (c) For purposes hereof, “Net Asset Value” means, in respect of Sellers, on a consolidated Cash basis, eliminating the effect of any transactions or arrangements between Sellers and/or any of their Affiliates other than trade accounts receivable owing from any Affiliates of Sellers, the book value of the Centerre Companies Purchased Assets, as adjusted for amortization and depreciation, less the book value of the Effective Time as reflected Assumed Liabilities. All calculations of “Net Asset Value” hereunder shall be made by excluding deferred income taxes and shall include all deferred charges that relate to the ongoing operations and that benefit Purchaser. For the avoidance of doubt, any adjustments proposed by E&Y for the preparation of the Audited Financial Statements solely in respect of the recognition of termite renewal revenue, whether or not accepted by Sellers, shall not be made in the preparation of the Pre-Closing Calculation or the Final Closing Balance Sheet is referred Calculation pursuant to herein as the “Final Closing Cash”.this Section 3.2. (d)