Common use of Final Closing Balance Sheet Clause in Contracts

Final Closing Balance Sheet. The balance sheet of Company, prepared as of the Effective Time and certified by Deloitte & Touche LLP, Buyer's independent accountants ("Buyer's Accountants"), shall be prepared as follows: (i) Within 45 days after the Closing Date, Buyer shall deliver to Company a balance sheet of the Juice Division as of the close of business on the business day immediately prior to the Closing Date (hereinafter the "Effective Time"), prepared in accordance with generally accepted accounting principles from the books and records of Company, on a basis consistent with the generally accepted accounting principles theretofore followed by Company in the preparation of the Recent Balance Sheet and in accordance with this Section 3.3, and fairly presenting the financial position of Juice Division as of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the Purchased Assets and Assumed Liabilities and by a report of Buyer's Accountants (A) setting forth the amount of Net Asset Value (as defined above) reflected in the balance sheet, (B) stating that (1) the examination of the balance sheet has been made in accordance with generally accepted auditing standards and (2) the balance sheet has been prepared in accordance with generally accepted accounting principles, on a basis consistent with the accounting principles theretofore followed by Company, except as otherwise provided in this Section 3.3, and (C) setting forth the amount of any adjustment to the Purchase Price to be paid and by whom pursuant to Section 3.2.(c) hereof. (ii) Within 30 days following the delivery of the balance sheet referred to in (i) above, Company or its independent accountants ("Company's Accountants") may object to any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any payment by Buyer or Company pursuant to Section 3.2.(c) hereof. Any such objection shall be made in writing and shall state Company's determination of the amount of the Net Asset Value. (iii) In the event of a dispute or disagreement relating to the balance sheet or schedules which Buyer and Company are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm of nationally recognized standing (the "Third Accounting Firm") to be mutually selected by Company and Buyer or, if no agreement is reached, by Company's Accountants and Buyer's Accountants. The Third Accounting Firm shall make a resolution of the balance sheet of the Juice Division as of the Effective Time and the calculation of Net Working Capital Adjustment, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. The fees and expenses for the services of the Third Accounting Firm shall be shared by Buyer and Company as follows:

Final Closing Balance Sheet. The balance sheet Final Closing Balance Sheet of Company, Company prepared as of the Effective Time and certified by Deloitte & Touche LLPOctober 25, Buyer's independent accountants ("Buyer's Accountants"), 1997 shall be prepared as follows: (i) Within 45 days after the Closing DatePrior to December 23, 1997, Buyer shall deliver to Company the Shareholders a balance sheet of the Juice Division Company as of the close of business on the business day immediately prior to the Closing Date (hereinafter the "Effective Time")October 25, 1997, prepared in accordance with generally accepted accounting principles ("GAAP") from the books and records of Company, on a basis consistent with the generally accepted accounting principles GAAP theretofore followed by Company in the preparation of the Recent Company's Financial Statements as of December 28, 1996 (the "Proposed Closing Balance Sheet"). The Proposed Closing Balance Sheet and in accordance with this Section 3.3, and fairly presenting the financial position of Juice Division as of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the Purchased Assets assets and Assumed Liabilities liabilities of Company as of October 25, 1997, and by a report related statements of Buyer's Accountants (A) setting forth income and cash flows for the amount of Net Asset Value (as defined above) reflected in the balance sheet, (B) stating that calendar year to date and shall set forth: (1) the examination amount of the balance sheet has been made in accordance with generally accepted auditing standards Excluded Debt and Excess Working Capital, (2) that the balance sheet has been prepared in accordance with generally accepted accounting principlesGAAP, on a basis consistent with the accounting principles theretofore followed by Company, except as otherwise provided in this Section 3.3, and (C3) setting forth the amount of any adjustment to the Purchase Price to be paid and by whom pursuant to Section 3.2.(c) 2.3 hereof. (ii) Within 30 days following the delivery of the balance sheet Proposed Closing Balance Sheet referred to in (i) above, Company the Shareholders or its a firm of independent accountants engaged by the Shareholders ("Company's Shareholders' Accountants") may object to any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any payment by Buyer or Company the Shareholders pursuant to Section 3.2.(c) 2.3 hereof. Any such objection shall be made in writing and shall state Company's the Shareholders' determination of the amount of the Net Asset ValueExcluded Debt and Excess Working Capital. (iii) In the event of a dispute or disagreement relating to the balance sheet Proposed Closing Balance Sheet or schedules which Buyer and Company the Shareholders are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an independent accounting firm of nationally recognized standing (the "Third Accounting Firm") to be mutually selected by Company and Buyer or, if no agreement is reached, by Company's Accountants the Shareholders and Buyer's Accountants. The Third Accounting Firm shall make a resolution determination of the balance sheet of the Juice Division Company as of the Effective Time October 25, 1997 and the calculation of Net Excluded Debt and Excess Working Capital AdjustmentCapital, which shall be final and binding for purposes of this Article 32, and the resolution of such dispute shall be incorporated into the Final Closing Balance Sheet (as hereinafter defined). The Third Accounting Firm shall be instructed to use every ------------------------------------------------------------------------------- maturities of Excluded Debt as of the Closing Date. reasonable effort to perform its services within 15 days of submission of the balance sheet Proposed Closing Balance Sheet to it andit, and in any case, as soon as practicable after such submission. The fees and expenses for the services of the Third Accounting Firm shall be shared 50% by Buyer and Company as follows:50% by the Shareholders.

Final Closing Balance Sheet. The final balance sheet of Company, prepared Company as of the Effective Time and certified by Deloitte & Touche LLP, Buyer's independent accountants ("Buyer's Accountants"), Closing Date shall be prepared as follows: (i) Within 45 fifteen (15) days after the Closing Date, Buyer shall deliver to Company the Shareholder’s Agent a balance sheet of the Juice Division Company (parent company only) as of the close of business on the business day immediately prior to the Closing Date (hereinafter the "Effective Time")Date, prepared in accordance with accounting principles generally accepted accounting principles in the United States (“GAAP”) (except as specified on Schedule 3.5.(a)) from the books and records of Company, on a basis consistent with the generally accepted accounting principles GAAP theretofore followed by Company in the preparation of the Recent Balance Sheet and in accordance with this Section 3.3, and fairly presenting the financial position of Juice Division (as of the Effective Timedefined herein). The balance sheet shall be accompanied by detailed schedules of the Purchased Assets assets and Assumed Liabilities liabilities of Company (at the parent company level only) at the Closing Date and by a report of Buyer's Accountants (A1) setting forth the amount of Net Asset Value (as defined above) Adjustment Amount reflected in the balance sheet, stating by whom to be paid, and (B2) stating that (1a) the examination of the balance sheet has been made in accordance with generally accepted auditing standards and (2b) the balance sheet has been prepared in accordance with generally accepted accounting principlesGAAP, on a basis consistent with the accounting principles theretofore followed by Company, except as otherwise provided in this Section 3.3, and (C) setting forth the amount of any adjustment to the Purchase Price to be paid and by whom pursuant to Section 3.2.(c) hereof. (ii) Within 30 fifteen (15) days following the delivery of the balance sheet referred to in (i) above, Company or its independent accountants ("Company's Accountants") the Shareholders’ Agent may object to any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any payment by Buyer or Company the Shareholders’ Agent pursuant to Section 3.2.(c2.1(c) hereof. Any such objection shall be made in writing and shall state Company's the Shareholders’ Agent’s determination of the amount of the Net Asset ValueAdjustment Amount. (iii) In the event of a dispute or disagreement relating to the balance sheet or schedules which Buyer and Company the Shareholders’ Agent are unable to resolve, either party Party may elect to have all such disputes or disagreements resolved by an accounting firm of nationally recognized standing (the "“Third Accounting Firm"”) to be mutually selected by Company the Shareholders’ Agent and Buyer or, if no agreement is reached, by Company's Accountants Buyer’s accountants and Buyer's AccountantsShareholders’ accountants. The Third Accounting Firm shall make a resolution of the balance sheet of the Juice Division Company as of the Effective Time Closing Date and the calculation of Net Working Capital Adjustmentthe Adjustment Amount, which shall be final and binding for purposes of this Article 32. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 fifteen (15) days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. The fees and expenses for the services of the Third Accounting Firm shall be shared equally by Buyer and the Shareholders’ Agent (ratably for the accounts of the Shareholders). (iv) Buyer agrees to permit the Shareholders’ Agent and his respective representatives, during normal business hours, to have reasonable access to, and to examine and make copies of, all books and records of Company, including but not limited to the books, records, schedules, work papers and audit programs of Buyer, which documents are necessary to review the balance sheet delivered by Buyer in accordance with Section 2.3(c)(i). (v) The balance sheet of Company as follows:of the Closing Date as determined in accordance with this Article 2 is herein referred to as the Final Closing Balance Sheet. The Adjustment Amount contemplated by Section 2.1.(c) shall likewise be finally determined in accordance with this Article 2.

Final Closing Balance Sheet. The balance sheet of Company, Company --------------------------- prepared as of the Effective Time Closing Date and certified certified, at Buyer's sole expense, by Deloitte & Touche LLP, Buyer's independent accountants ("Buyer's Accountants"), ) shall be prepared as follows: (i) Within 45 days after the Closing Date, Buyer shall deliver to Company a balance sheet of the Juice Division Company as of the close of business on the business day immediately prior to the Closing Date (hereinafter the "Effective Time")Date, prepared in accordance with generally accepted accounting principles from the books and records of Company, on a basis consistent with the generally accepted accounting principles theretofore followed by Company in the preparation of the Recent Balance Sheet and in accordance with this Section 3.3the Estimated Closing Balance Sheet, and fairly presenting the financial position of Juice Division Company as of the Effective TimeClosing Date. For purposes of preparing the Final Closing Balance Sheet the parties agree that the reserve for obsolete inventory, the reserve for bad debt and the credit memo accrual will reflect a balance which is no greater than the balance for each such account on the Recent Balance Sheet. The balance sheet shall be accompanied by detailed schedules of the Purchased Company Assets and Assumed Liabilities and by a report of Buyer's Accountants (A1) setting forth the amount of Net Asset Value (as defined above) accounts payable, accrued expenses, inventories and accounts receivable reflected in the balance sheet, (B2) stating that (1a) the examination of the balance sheet has been made in accordance with generally accepted auditing standards and (2b) the balance sheet has been prepared in accordance with generally accepted accounting principles, on a basis consistent with the accounting principles theretofore followed by Company, except as otherwise provided in this Section 3.3, and (C3) setting forth the amount of any adjustment to the Purchase Price Adjustment and by whom to be paid and by whom pursuant to Section 3.2.(c) 3.2 hereof. (ii) Within 30 days following the delivery of the balance sheet referred to in (i) above, Company or its independent accountants ("Company's Accountants") may object to any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any payment by Buyer or Company pursuant to Section 3.2.(c) 3.2 hereof. Any such such objection shall be made in writing and shall state Company's determination of the amount of the Net Asset ValueAverage Working Capital. (iii) In the event of a dispute or disagreement relating to the balance sheet sheet, schedules, or schedules Purchase Price Adjustment which Buyer and Company are unable to resolveresolve by good faith discussions, either party Buyer or Company may elect to have all such disputes or disagreements resolved by an accounting firm of nationally recognized standing (the "Third Accounting Firm") to be mutually selected by Company and Buyer or, if no agreement is reached, by Company's Accountants and Buyer's Accountants. The Third Accounting Firm shall make a resolution of the balance sheet of the Juice Division Company as of the Effective Time and the Closing Date including a calculation of Net Average Working Capital Adjustment, as of the Closing Date and a determination of the Purchase Price Adjustment which shall be final final, binding and binding enforceable as an arbitration award for purposes of this Article 3all purposes. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. The fees and expenses for the services of the Third Accounting Firm shall be shared by Buyer and Company as follows:

Final Closing Balance Sheet. The final balance sheet of Company, the Acquired Companies prepared as of the close of business on September 20, 1997 (hereinafter the "Effective Time and certified by Deloitte & Touche LLP, Buyer's independent accountants (Time"Buyer's Accountants"), ) shall be prepared as follows: (i) Within 45 60 days after the Closing Date, Buyer shall deliver to Company the Shareholders a balance sheet of the Juice Division Acquired Companies as of the close of business on the business day immediately prior to the Closing Date (hereinafter the "Effective Time"), prepared in accordance with generally accepted accounting principles from the books and records of Companythe Acquired Companies, on a basis consistent with the generally accepted accounting principles theretofore followed by Company the Acquired Companies in the preparation of the Recent Balance Sheet (as hereinafter defined) and in accordance with this Section 3.32.3, and fairly presenting the financial position of Juice Division on a basis consistent with generally accepted accounting principles as theretofore followed by the Acquired Companies as of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the Purchased Assets assets and Assumed Liabilities liabilities of the Acquired Companies at the Effective Time and by a report of Buyer's Accountants (A1) setting forth the amount of Net Asset Value (as defined above) reflected in the balance sheet, (B2) stating that (1) the examination of the balance sheet has been made in accordance with generally accepted auditing standards and (2) the balance sheet has been prepared in accordance with generally accepted accounting principles, on a basis consistent with the accounting principles and presentation theretofore followed by Companythe Acquired Companies, except as otherwise provided in this Section 3.32.3, and (C3) setting forth the amount of any adjustment to the Purchase Price to be paid and to Buyer by whom the Shareholders pursuant to Section 3.2.(c2.2.(b) hereof. (ii) Within 30 days following the delivery of the balance sheet referred to in (i) above, Company the Shareholders or its a firm of independent accountants engaged by the Shareholders ("Company's Shareholders' Accountants") may object to any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any payment by Buyer or Company the Shareholders pursuant to Section 3.2.(c2.2.(b) hereof. Any such objection shall be made in writing and shall state Company's the Shareholders' determination of the amount of the Net Asset Value. (iii) In the event of a dispute or disagreement relating to the balance sheet or schedules which Buyer and Company the Shareholders are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (other than the Shareholders' Accountants or the independent accountants for Buyer) of nationally recognized standing (the "Third Accounting Firm") to be mutually selected by Company and Buyer or, if no agreement is reached, by Company's Accountants the Shareholders and Buyer's Accountants. The Third Accounting Firm shall make a resolution of the balance sheet of the Juice Division Acquired Companies as of the Effective Time and the calculation of Net Working Capital AdjustmentAsset Value, which shall be final and binding for purposes of this Article 32. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission. The fees and expenses for the services of the Third Accounting Firm shall be shared by Buyer and Company as follows:and