Common use of Preparation of Closing Balance Sheet Clause in Contracts

Preparation of Closing Balance Sheet. Buyer shall use its commercially reasonable efforts, as promptly as practicable following the Closing, but in no event later than sixty (60) days subsequent to the Effective Time, to deliver to the Representative a schedule (the “Final Schedule”) of Buyer’s calculation, which shall be derived from a balance sheet (the “Closing Balance Sheet”) prepared using the same accounting principles, procedures, policies and methods that were used to prepare the Preliminary Schedule, of the Net Working Capital. In the event the Buyer shall fail to deliver the Final Schedule within such sixty-day period, then the Preliminary Schedule shall be deemed to be the Final Schedule for all purposes hereunder. If the Representative disputes the correctness of the Final Schedule, the Closing Balance Sheet or the calculation of Net Working Capital, the Representative shall notify Buyer of his objections in writing within twenty (20) days after delivery of the Final Schedule and shall set forth in reasonable detail in such notice the reason for the Equity Holders’ objections. If the Representative fails to deliver such notice within such time period, the Equity Holders and the Representative shall be deemed to have accepted the Net Working Capital and the Closing Balance Sheet as set forth in the Final Schedule. If the Representative delivers such notice, Buyer and the Representative shall endeavor in good faith to resolve their dispute over the determination of the Net Working Capital or the Closing Balance Sheet, as the case may be, within twenty (20) days after receipt of such notice by Buyer. If they are unable to do so within such twenty (20)-day period, the dispute shall be submitted to KPMG LLP (the “Independent Accountant”) or another independent, nationally-recognized accounting firm in the United States as shall be mutually acceptable to Buyer and the Representative, who shall act as an expert and not as an arbitrator, and who shall resolve the dispute within thirty days. The Independent

Preparation of Closing Balance Sheet. On or before the 30th day after the Closing Date, personnel of the Company and Arthxx Xxxexxxx & Xo. (the "Company's Accountant") will prepare and deliver to the Buyer and the Sellers' Representatives a consolidated balance sheet of the Company and its Subsidiary as of the open of business on the Closing Date which shall use its commercially reasonable effortsbe audited by the Company's Accountant (the "Closing Date Balance Sheet"), together with the related audit report, and a statement, prepared in accordance with Exhibit B (including with respect to capitalized tooling costs), setting forth the Company's determination of the Working Capital as promptly as practicable following of the Closing Date (the "Adjustment Statement"). The Closing Date Balance Sheet shall be prepared from the Company's books and records in accordance with the accounting principles set forth in Section 1.4 above taking into account the payments to be made by the Company in connection with the Closing, but including the payments by the Company of expenses of the Sellers required to have been paid by Sellers or the Company in no event later than sixty accordance with Section 11.8. During the preparation of the Closing Date Balance Sheet and all activities in connection therewith, the Buyer will be entitled to designate a representative (60the "Buyer Accountant") days subsequent to observe and comment on the preparation of the Closing Date Balance Sheet and the Adjustment Statement and procedures relating thereto. On or prior to the Effective Time30th day after the Buyer's receipt of the Closing Date Balance Sheet and the Adjustment Statement, to the Buyer may deliver to the Representative Sellers' Representatives a schedule written notice stating in reasonable detail the Buyer's objections (an "Objection Notice") to the “Final Schedule”) of Buyer’s calculation, which shall be derived from a balance sheet (Closing Date Balance Sheet and/or the “Closing Balance Sheet”) prepared using the same accounting principles, procedures, policies and methods that were used to prepare the Preliminary Schedule, of the Net Working CapitalAdjustment Statement. In the event If the Buyer shall fail does not tender to deliver the Final Schedule Sellers' Representatives an Objection Notice within such sixty30-day periodperiod or if the Buyer consents in writing to the Closing Date Balance Sheet and the Adjustment Statement, then the Preliminary Schedule shall Closing Date Balance Sheet and the Adjustment Statement will be deemed to be conclusive and binding upon the parties and the Final Schedule for all purposes hereunder. If the Representative disputes the correctness of the Final Schedule, the Closing Balance Sheet or the calculation of Net Working Capital, the Representative shall notify Buyer of his objections in writing within twenty (20) days after delivery of the Final Schedule and shall set forth in reasonable detail in such notice the reason for the Equity Holders’ objections. If the Representative fails to deliver such notice within such time period, the Equity Holders and the Representative shall be deemed to have accepted the Net Date Working Capital and determined therefrom will likewise be binding on the Closing Balance Sheet as set forth parties, in the Final Schedule. If the Representative delivers such noticeeach case, Buyer and the Representative shall endeavor in good faith to resolve their dispute over the determination for purposes of the Net Working Capital or the Closing Balance Sheet, as the case may be, within twenty (20Section 2.4(d) days after receipt of such notice by Buyer. If they are unable to do so within such twenty (20)-day period, the dispute shall be submitted to KPMG LLP (the “Independent Accountant”) or another independent, nationally-recognized accounting firm in the United States as shall be mutually acceptable to Buyer and the Representative, who shall act as an expert and not as an arbitrator, and who shall resolve the dispute within thirty days. The Independentbelow.

Preparation of Closing Balance Sheet. On or before the 60th day after the Closing Date, personnel of the Buyer shall use its commercially reasonable efforts, as promptly as practicable following and an accounting firm engaged by the Closing, but in no event later than sixty Buyer (60the "Buyer's Accountant") days subsequent to the Effective Time, to will prepare and deliver to the Stockholder Representative a schedule an audited balance sheet of the Company as of the close of business on the Closing Date (the “Final Schedule”) "Closing Date Balance Sheet"), together with an unqualified report of the Buyer’s calculation's Accountant thereon, which and a certificate of the chief financial officer of the Buyer setting forth the Buyer's determination of the EXECUTION COPY Working Capital as of the Closing Date (the "Adjustment Statement"). The Closing Date Balance Sheet shall be derived prepared from the Company's books and records in accordance with the accounting principles set forth in subsection (e) below taking into account the payments to be made by the Company in connection with the Closing (including the fees and expenses and Taxes described in Section 11.8). During the preparation of the Closing Date Balance Sheet and all activities in connection therewith, the Stockholder Representative will be entitled to designate a balance sheet representative (the “Closing Balance Sheet”"Representative Accountant") prepared using to observe and comment on the same accounting principles, procedures, policies and methods that were used to prepare the Preliminary Schedule, preparation of the Net Working CapitalClosing Date Balance Sheet and the Adjustment Statement and procedures relating thereto and shall have the right to review the work papers prepared in connection therewith. In On or prior to the event 20th day after the Stockholder Representative's receipt of the Closing Date Balance Sheet and the Adjustment Statement, the Stockholder Representative may give the Buyer shall fail a written notice stating in reasonable detail the Stockholder Representative's objections (an "Objection Notice") to deliver the Final Schedule Closing Date Balance Sheet and/or the Adjustment Statement. If the Stockholder Representative does not tender to the Buyer an Objection Notice within such sixty20-day period, then the Preliminary Schedule shall Closing Date Balance Sheet and the Adjustment Statement will be deemed to be conclusive and binding upon the Final Schedule for all purposes hereunder. If Parties and the Representative disputes the correctness Working Capital as of the Final Schedule, Closing Date determined therefrom will likewise be binding on the Closing Balance Sheet or the calculation Parties for purposes of Net Working Capital, the Representative shall notify Buyer of his objections in writing within twenty (20Section 2.4(d) days after delivery of the Final Schedule and shall set forth in reasonable detail in such notice the reason for the Equity Holders’ objections. If the Representative fails to deliver such notice within such time period, the Equity Holders and the Representative shall be deemed to have accepted the Net Working Capital and the Closing Balance Sheet as set forth in the Final Schedule. If the Representative delivers such notice, Buyer and the Representative shall endeavor in good faith to resolve their dispute over the determination of the Net Working Capital or the Closing Balance Sheet, as the case may be, within twenty (20) days after receipt of such notice by Buyer. If they are unable to do so within such twenty (20)-day period, the dispute shall be submitted to KPMG LLP (the “Independent Accountant”) or another independent, nationally-recognized accounting firm in the United States as shall be mutually acceptable to Buyer and the Representative, who shall act as an expert and not as an arbitrator, and who shall resolve the dispute within thirty days. The Independentbelow.

Preparation of Closing Balance Sheet. Within 45 days after the Closing Date, SVI shall cause to have prepared and delivered to Buyer shall use its commercially reasonable efforts, as promptly as practicable following (i) an audited closing balance sheet for the Closing, but in no event later than sixty (60) days subsequent to the Effective Time, to deliver to the Representative a schedule Business (the “Final Schedule”) of Buyer’s calculation, which shall be derived from a balance sheet (the “"Closing Balance Sheet”") prepared using the same accounting principles, procedures, policies and methods that were used to prepare the Preliminary Schedule, as of the Net Working Capitalclose of business on the Closing Date and related audited income statement for the period then ended and (ii) an audited balance sheet for SVI as of the close of business on the Closing Date and related audited income statement for the period then ended (determined on a pro forma basis as though the parties had not consummated the transactions contemplated by this Agreement). In the event the Buyer shall fail to deliver assist SVI in the Final Schedule within such sixty-day period, then the Preliminary Schedule shall be deemed to be the Final Schedule for all purposes hereunder. If the Representative disputes the correctness preparation of the Final Schedule, the Closing Balance Sheet or and shall provide SVI and its representatives access at all reasonable times to the calculation of Net Working Capitalpersonnel, the Representative shall notify Buyer of his objections in writing within twenty (20) days after delivery properties, books and records of the Final Schedule and shall set forth in reasonable detail in Business for such notice the reason for the Equity Holders’ objectionspurpose. If the Representative fails to deliver such notice within such time period, the Equity Holders and the Representative shall be deemed to have accepted the Net Working Capital and the Such Closing Balance Sheet and related income statement shall be prepared consistent with the Accounting Methodology and using generally accepted accounting principles, consistently applied, except as set forth in the Final Schedule. If the Representative delivers such notice, Buyer Accounting Methodology and the Representative shall endeavor in good faith to resolve their dispute over the determination take account of the Net Working Capital or results of the physical inventory and inspection of the Assets and Business set forth below. During the 45 days immediately following Buyer's receipt of the Closing Balance Sheet, as Buyer will be permitted to review SVI's working papers relating to the case may be, within twenty Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties on the 45th day following receipt thereof by Buyer unless Buyer gives written notice of its disagreement (20"Notice of Disagreement") days after receipt to SVI prior to such date. Any Notice of such notice by BuyerDisagreement shall specify in reasonable detail the nature of any disagreement so asserted. If they are unable to do so within such twenty a timely Notice of Disagreement is received by SVI, then the Closing Balance Sheet (20)-day period, the dispute shall be submitted to KPMG LLP as revised in accordance with clause (the “Independent Accountant”x) or another independent, nationally-recognized accounting firm (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the United States as shall be mutually acceptable to Buyer and Notice of Disagreement or (y) the Representative, who shall act as an expert and not as an arbitrator, and who shall resolve date the dispute within thirty days. The IndependentAccounting Firm completes a Final Closing