PRELIMINARY AND FINAL COMPUTATIONS OF NFA. As part of its diligence processes in this transaction, 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, Seller and Purchaser shall have their respective accounting groups perform audit work of the Company, with each to bear its own accounting and 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 may not be available at such time. The parties accordingly agree to estimate NFA at Closing utilizing the audit opinions of both accounting groups and 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 Seller, and Seller shall deliver to Purchaser, a preliminary settlement statement, reflecting their good faith estimates of NFA as of the Closing Date based upon the best information then available to them. Upon receipt of these preliminary settlement statements, Seller and Purchaser shall attempt to reconcile any differences they may have regarding the same. 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 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. Seller shall have ten (10) days from its receipt of the such balance sheet and proposed settlement statement to notify Purchaser of its objections, if any, to the information set forth therein, including the opportunity of Seller to have independent auditing or to
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PRELIMINARY AND FINAL COMPUTATIONS OF NFA. As part of its diligence processes in this transaction, Sierra 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. Prior to ClosingSellers, Seller and Purchaser shall have their respective accounting groups perform audit work of the Company, with each to bear its own accounting and 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 Purchaser recognize that the financial data necessary to permit a final computation of NFA at the Closing may not be available complete or final at such time. The parties accordingly agree to shall estimate NFA at Closing utilizing the audit opinions of both accounting groups and to 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 Seller, and Seller shall deliver to Purchaser, Sellers a preliminary settlement statement, reflecting their its good faith estimates estimate of NFA as of the Closing Date based upon the best information then available to themPurchaser. Upon receipt of these preliminary settlement statementsAt or prior to Closing, Seller Sellers and Purchaser shall attempt to reconcile any differences they may have regarding the samepreliminary 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 Seller 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. Seller Sellers shall have ten (10) days from its receipt of the such balance sheet and proposed settlement statement to notify Purchaser of its their objections, if any, to the information set forth therein, including the opportunity of Seller failing which Sellers shall be deemed to have independent auditing 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 toproposed final settlement statement, Sellers and Purchaser shall promptly meet and utilize their best efforts to resolve their 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, Sierra 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. Prior to ClosingThe Stock Sellers, Seller and Purchaser shall have their respective accounting groups perform audit work of the Company, with each to bear its own accounting GSSWD and 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 Purchaser recognize that the financial data necessary to permit a final computation of NFA at the Closing may not be available complete or final at such time. The parties accordingly agree to shall estimate NFA at Closing utilizing the audit opinions of both accounting groups and to 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 Seller, the Stock Sellers and Seller shall deliver to Purchaser, GSSWD a preliminary settlement statement, reflecting their its good faith estimates estimate of NFA as of the Closing Date based upon the best information then available to themPurchaser. Upon receipt of these preliminary settlement statementsAt or prior to Closing, Seller the Stock Sellers, GSSWD, and Purchaser shall attempt to reconcile any differences they may have regarding the samepreliminary 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 Seller 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. Seller 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 its their objections, if any, to the information set forth therein, including failing which the opportunity of Seller Stock Sellers and GSSWD shall be deemed to have independent auditing or toirrevocably accepted the computations and substance of those documents for all purposes of this Agreement. If the Stock Sellers and GSSWD
Appears in 1 contract
PRELIMINARY AND FINAL COMPUTATIONS OF NFA. As part of its diligence processes in this transaction, Sierra 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. Prior to ClosingSellers, Seller and Purchaser shall have their respective accounting groups perform audit work of the Company, with each to bear its own accounting and 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 Purchaser recognize that the financial data necessary to permit a final computation of NFA at the Closing may not be available complete or final at such time. The parties accordingly agree to shall estimate NFA at Closing utilizing the audit opinions of both accounting groups and to 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 Seller, and Seller shall deliver to Purchaser, Sellers a preliminary settlement statement, reflecting their its good faith estimates estimate of NFA as of the Closing Date based upon the best information then available to themPurchaser. Upon receipt of these preliminary settlement statementsAt or prior to Closing, Seller Sellers and Purchaser shall attempt to reconcile any differences they may have regarding the samepreliminary 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 Seller 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. Seller Sellers shall have ten (10) days from its receipt of the such balance sheet and proposed settlement statement to notify Purchaser of its their objections, if any, to the information set forth therein, including the opportunity of Seller failing which Sellers shall be deemed to have independent auditing 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 toproposed final settlement statement, Sellers and Purchaser shall promptly meet and utilize their best efforts to resolve their
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