PRELIMINARY AND FINAL COMPUTATIONS OF NFA. As part of its diligence processes in this transaction, Purchaser intends to have the books and records of the Company audited by certified professional accountants and to have audited financial statements prepared for the Company in compliance with generally accepted accounting principles ("GAAP"), all at the expense of Purchaser. Sellers, the Company, and Purchaser recognize that the financial data necessary to permit computation of NFA at the Closing may not be complete or final at such time. The parties accordingly shall estimate NFA at Closing and shall then finalize their calculation of NFA on a post-Closing basis within sixty (60) days following the Closing. At least three (3) business days prior to the Closing, Purchaser shall deliver to Sellers a preliminary settlement statement, reflecting its good faith estimate of NFA as of the Closing Date based upon the best information then available to Purchaser. At or prior to Closing, Sellers and Purchaser shall attempt to reconcile any differences they may have regarding the preliminary settlement statement. If there are any items the parties are unable to reconcile prior to Closing, Purchaser's position shall prevail to enable Closing to proceed, but without prejudice to the right of either party to dispute any item of the final settlement statement. Within forty-five (45) days after the Closing Date, Purchaser shall deliver to Sellers an audited balance sheet of the Company for the period ended as of the Closing Date, prepared in accordance with GAAP, and a proposed final settlement statement including Purchaser's final computation of NFA. Sellers shall have ten (10) days from its receipt of the such balance sheet and proposed settlement statement to notify Purchaser of their objections, if any, to the information set forth therein, failing which Sellers shall be deemed to have irrevocably accepted the computations and substance of those documents for all purposes of this Agreement. If Sellers timely and properly contest any items within such balance sheet or proposed final settlement statement, Sellers and Purchaser shall promptly meet and utilize their best efforts to resolve their
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PRELIMINARY AND FINAL COMPUTATIONS OF NFA. As part of its diligence processes in this transaction, Purchaser intends to have the books and records of the Company audited by certified professional accountants and to have audited financial statements prepared for the Company in compliance with generally accepted accounting principles ("GAAP"), all at the expense of Purchaser. Sellers, the Company, and Purchaser recognize that the financial data necessary to permit computation of NFA at the Closing may not be complete or final at such time. The parties accordingly shall estimate NFA at Closing and shall then finalize their calculation of NFA on a post-Closing basis within sixty (60) days following the Closing. At least three (3) business days prior to the Closing, Purchaser shall deliver to Sellers a preliminary settlement statement, reflecting its good faith estimate of NFA as of the Closing Date based upon the best information then available to Purchaser. At or prior to Closing, Sellers and Purchaser shall attempt to reconcile any differences they may have regarding the preliminary settlement statement. If there are any items the parties are unable to reconcile prior to Closing, Purchaser's position shall prevail to enable Closing to proceed, but without prejudice to the right of either party to dispute any item of the final settlement statement. Within forty-five (45) days after the Closing Date, Purchaser shall deliver to Sellers an audited balance sheet of the Company for the period ended as of the Closing Date, prepared in accordance with GAAP, and a proposed final settlement statement including Purchaser's final computation of NFA. Sellers shall have ten (10) days from its receipt of the such balance sheet and proposed settlement statement to notify Purchaser of their objections, if any, to the information set forth therein, failing which Sellers shall be deemed to have irrevocably accepted the computations and substance of those documents for all purposes of this Agreement. If Sellers timely and properly contest any items within such balance sheet or proposed final settlement statement, Sellers and Purchaser shall promptly meet and utilize their best efforts to resolve theirtheir differences, it being the intention of the parties to finalize all post-Closing adjustments within sixty (60) days following the Closing Date. If the parties are unable to reach final agreement on any such post-Closing matters, they shall resolve their differences by means of the dispute resolution procedures set forth in Section 10.02 and final settlement between the parties shall be deferred pending conclusion of such procedures. At the conclusion of the post-Closing accounting contemplated by this Section 5.08, Sellers or Purchaser, as appropriate, shall immediately remit to the other, in immediately available funds, the net sum determined owning by such party in the final settlement statement, whether finalized by agreement of the parties or through dispute resolution processes. As used in this Agreement, "Final Balance Sheet" and "Final Settlement Statement" shall mean the final balance sheet and the final settlement statement proposed by Purchaser, as the same may be modified either by agreement of the parties or dispute resolution pursuant to the foregoing.
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PRELIMINARY AND FINAL COMPUTATIONS OF NFA. As part of its diligence processes in this transaction, Purchaser Sierra intends to have the books and records of the Company audited by certified professional accountants and to have audited financial statements prepared for the Company in compliance with generally accepted accounting principles ("GAAP"). Prior to Closing, all at the expense Seller and Purchaser shall have their respective accounting groups perform audit work of Purchaser. Sellers, the Company, with each to bear its own accounting and Purchaser recognize other expenses incident thereto. If there is a difference in the financial statements, the parties will try to reconcile the differences prior to Closing, it being recognized that the financial data necessary to permit a final computation of NFA at the Closing may not be complete or final available at such time. The parties accordingly shall agree to estimate NFA at Closing utilizing the audit opinions of both accounting groups and shall then to finalize their calculation of NFA on a post-Closing basis within sixty (60) days following the Closing. At least three (3) business days prior to the Closing, Purchaser shall deliver to Sellers Seller, and Seller shall deliver to Purchaser, a preliminary settlement statement, reflecting its their good faith estimate estimates of NFA as of the Closing Date based upon the best information then available to Purchaserthem. At or prior to ClosingUpon receipt of these preliminary settlement statements, Sellers Seller and Purchaser shall attempt to reconcile any differences they may have regarding the preliminary settlement statementsame. If there are any items the parties are unable to reconcile prior to Closing, Purchaser's position shall prevail to enable Closing to proceed, but without prejudice to the right of either party to dispute any item of the final settlement statement. Within forty-five (45) days after the Closing Date, Purchaser shall deliver to Sellers Seller an audited balance sheet of the Company for the period ended as of the Closing Date, prepared in accordance with GAAP, and a proposed final settlement statement including Purchaser's final computation of NFA. Sellers Seller shall have ten (10) days from its receipt of the such balance sheet and proposed settlement statement to notify Purchaser of their its objections, if any, to the information set forth therein, failing which Sellers shall be deemed including the opportunity of Seller to have irrevocably accepted the computations and substance of those documents for all purposes of this Agreement. If Sellers timely and properly contest any items within such balance sheet independent auditing or proposed final settlement statement, Sellers and Purchaser shall promptly meet and utilize their best efforts to resolve theirto
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PRELIMINARY AND FINAL COMPUTATIONS OF NFA. As part of its diligence processes in this transaction, Purchaser intends to have the books and records of the Company Company, Kerbx, xxd GSSWD audited by certified professional accountants and to have audited financial statements prepared for the Company Company, Kerbx, xxd GSSWD on a consolidated basis in compliance with generally accepted accounting principles ("GAAP"), all at the expense of Purchaser. The Stock Sellers, the Company, GSSWD and Purchaser recognize that the financial data necessary to permit computation of NFA at the Closing may not be complete or final at such time. The parties accordingly shall estimate NFA at Closing and shall then finalize their calculation of NFA on a post-Closing basis within sixty (60) days following the Closing. At least three (3) business days prior to the Closing, Purchaser shall deliver to the Stock Sellers and GSSWD a preliminary settlement statement, reflecting its good faith estimate of NFA as of the Closing Date based upon the best information then available to Purchaser. At or prior to Closing, Sellers the Stock Sellers, GSSWD, and Purchaser shall attempt to reconcile any differences they may have regarding the preliminary settlement statement. If there are any items the parties are unable to reconcile prior to Closing, Purchaser's position shall prevail to enable Closing to proceed, but without prejudice to the right of either any party to this Agreement to dispute any item of the final settlement statement. Within forty-five (45) days after the Closing Date, Purchaser shall deliver to the Stock Sellers and GSSWD an audited balance sheet of the Company Company, Kerbx, xxd GSSWD, on a consolidated basis, for the period ended as of the Closing Date, prepared in accordance with GAAP, and a proposed final settlement statement including Purchaser's final computation of NFA. The Stock Sellers and GSSWD shall have ten (10) days from its receipt of the such balance sheet and proposed settlement statement to notify Purchaser of their objections, if any, to the information set forth therein, failing which the Stock Sellers and GSSWD shall be deemed to have irrevocably accepted the computations and substance of those documents for all purposes of this Agreement. If Sellers timely and properly contest any items within such balance sheet or proposed final settlement statement, the Stock Sellers and Purchaser shall promptly meet and utilize their best efforts to resolve theirGSSWD
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