Common use of Management Accounts Clause in Contracts

Management Accounts. Commencing from the First Closing Date until the Second Earnout Closing Date: (a) The Buyer, the Seller and the Seller's Shareholder agree to cause the Company to provide the management accounts of the Company with respect to each calendar month, which shall be prepared in accordance with U.S. GAAP or in accordance with the accounting methods satisfactory to the Buyer. The Company shall provide to the Buyer and the Seller the monthly management accounts for the period by the First Closing Date and such management accounts shall be provided no later than ten days from the close of the previous calendar month. (b) The Buyer, the Seller and the Seller's Shareholder agree to cause the Company to provide the management accounts of the Company with respect to each calendar quarter. The Company shall provide the quarterly management accounts for the period by the First Closing Date to the Buyer and the Seller and such management accounts shall be provided no later than fifteen days from the close of the previous calendar quarter. (c) Company shall appoint Deloitte Touche Tohmatsu to review the quarterly management accounts described in paragraph (b) above. (d) If the Buyer or the Seller disagrees with the audited quarterly management accounts, the disagreed party shall give notice to the other party within 5 business day upon the acceptance of such quarterly management accounts. The Parties shall consult with each other with respect to the quarterly management accounts. If no consensus with respect to the quarterly management accounts can be reached within 10 days upon the issuance of the notice for the disagreement, the two parties shall jointly appoint another international accounting firm to review the quarterly management. The result of its review shall be final and binding to each party. The auditing fees shall be equally born by the two parties. For the avoidance of doubt, the auditing of such accounting firm shall be only for the purpose of confirming the net income of the Company as stipulated in Article II, and shall have no relation to the figures in the management accounts publicly announced by the Buyer.

Appears in 2 contracts

Samples: Share Purchase Agreement (Focus Media Holding LTD), Share Purchase Agreement (Focus Media Holding LTD)

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Management Accounts. Commencing from the First Purchase Closing Date until the Second Earnout Closing DateAugust 31, 2009: (a) The Buyer, the Seller and the Seller's Shareholder agree to cause the Company to provide the management accounts of the Company with respect to each calendar month, which shall be prepared in accordance with U.S. GAAP or and in accordance with the accounting methods satisfactory to the Buyer. The Company shall provide to the Buyer and the Seller the monthly management accounts for the period by the First Closing Date August 31, 2009 and such management accounts shall be provided no later than ten (10) calendar days from the close of the previous calendar month. (b) The Buyer, the Seller and the Seller's Shareholder agree to cause the Company to provide the management accounts of the Company with respect to each calendar quarter. The Company shall provide the quarterly management accounts for the period by the First Closing Date August 31, 2009 to the Buyer and the Seller and such management accounts shall be provided no later than fifteen five (5) calendar days from the close of the previous calendar quarter. (c) Company shall appoint Deloitte Touche Tohmatsu Approved Accounting Firm to review the quarterly management accounts described in paragraph (b) above. (d) If the Buyer or the Seller disagrees with the audited quarterly management accounts, the disagreed party shall give notice to the other party within 5 five (5) business day upon the acceptance of such quarterly management accounts. The Parties shall consult with each other with respect to the quarterly management accounts. If no consensus with respect to the quarterly management accounts can be reached within 10 ten (10) business days upon the issuance of the notice for the disagreement, the two parties shall jointly appoint another international accounting firm to review the quarterly management. The result of its review shall be final and binding to each party. The auditing fees shall be equally born by the two parties. For the avoidance of doubt, the auditing of such accounting firm shall be only for the purpose of confirming the appraised annual net income of the Company as stipulated in Article II, and shall have no relation to the figures in the management accounts publicly announced by the Buyer.

Appears in 1 contract

Samples: Share Purchase Agreement (Focus Media Holding LTD)

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Management Accounts. Commencing from the First Purchase Closing Date until the Second Earnout Closing DateAugust 31, 2009: (a) The Buyer, the Seller and the Seller's ’s Shareholder agree to cause the Company to provide the management accounts of the Company with respect to each calendar month, which shall be prepared in accordance with U.S. GAAP or and in accordance with the accounting methods satisfactory to the Buyer. The Company shall provide to the Buyer and the Seller the monthly management accounts for the period by the First Closing Date August 31, 2009 and such management accounts shall be provided no later than ten (10) calendar days from the close of the previous calendar month. (b) The Buyer, the Seller and the Seller's ’s Shareholder agree to cause the Company to provide the management accounts of the Company with respect to each calendar quarter. The Company shall provide the quarterly management accounts for the period by the First Closing Date August 31, 2009 to the Buyer and the Seller and such management accounts shall be provided no later than fifteen five (5) calendar days from the close of the previous calendar quarter. (c) Company shall appoint Deloitte Touche Tohmatsu Approved Accounting Firm to review the quarterly management accounts described in paragraph (b) above. (d) If the Buyer or the Seller disagrees with the audited quarterly management accounts, the disagreed party shall give notice to the other party within 5 five (5) business day upon the acceptance of such quarterly management accounts. The Parties shall consult with each other with respect to the quarterly management accounts. If no consensus with respect to the quarterly management accounts can be reached within 10 ten (10) business days upon the issuance of the notice for the disagreement, the two parties shall jointly appoint another international accounting firm to review the quarterly management. The result of its review shall be final and binding to each party. The auditing fees shall be equally born by the two parties. For the avoidance of doubt, the auditing of such accounting firm shall be only for the purpose of confirming the appraised annual net income of the Company as stipulated in Article II, and shall have no relation to the figures in the management accounts publicly announced by the Buyer.

Appears in 1 contract

Samples: Share Purchase Agreement (Focus Media Holding LTD)

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