Common use of Preparation of Closing Net Asset Value Statement Clause in Contracts

Preparation of Closing Net Asset Value Statement. As promptly as possible and in any event within forty (40) Business Days after the Closing Date, the Seller shall prepare or cause to be prepared, and shall provide to Buyer a written statement setting forth in reasonable detail its determination of the Closing Net Asset Value (the “Closing Net Asset Value Statement”). The Closing Net Asset Value Statement shall be prepared in accordance with GAAP applied on a consistent basis with Sellers’ prior practice and, to the extent consistent with GAAP, in accordance with the accounting methodologies, principles, procedures and assumptions used in preparing the Sample Pro Forma Closing Net Asset Value Statement attached hereto as Exhibit 5.02 (collectively, the “Accounting Principles”), and will be prepared in a form and manner in and on a basis consistent with the form and manner in and basis on which the sample pro forma Closing Net Asset Value Statement (defined below) attached hereto as Exhibit 5.02 (which, solely for illustrative purposes, assumes that the Closing occurred on December 30, 2005, the “Sample Pro Forma Closing Net Asset Value Statement”) was prepared. The Accounting Principles and the Sample Pro Forma Closing Net Asset Value Statement attached as Exhibit 5.02 have been prepared on a pro forma basis assuming that the Securitization Program did not exist. Xxxxxxx Polymer will repurchase all then outstanding Receivables subject to the Securitization Program prior to Closing, and such Receivables will be included in the Closing Net Asset Value Statement. The Closing Net Asset Value Statement shall be prepared by Sellers based on the audited consolidated balance sheet of the Business. Buyer shall provide Sellers with access to all relevant data, information and records, together with all appropriate personnel of Buyer and its Affiliates, for preparation of the Closing Net Asset Value Statement within the time period described above. This personnel shall include, without limitation, access to Xxxxx Xxxxxx and Xxxxxx Xxxxxxx. Buyer shall have reasonable access to the work papers used by the Sellers in the preparation of the Closing Net Asset Value Statement. The Sellers and Buyers agree that, in accordance with the Accounting Principles, Sellers will engage Ernst & Young to audit the Closing Net Asset Value and the underlying combined and consolidated balance sheet for the Business and including the individual balance sheets included therein and Ernst & Young shall perform such work and procedures as described in the Accounting Principles. Subject to any adjustment required by Section 5.03(b) below, the calculation of Closing Net Asset Value as of the Adjustment Time and the Closing Net Asset Value Statement shall not reflect any changes or deviations from the Sample Pro Forma Closing Net Asset Value Statement or from GAAP applied on a consistent basis with Sellers’ prior practice and, to the extent consistent with GAAP, in accordance with the Accounting Principles. Sellers shall be responsible for all costs and expenses associated with the work to be performed by Ernst & Young up to One Hundred Thousand Dollars ($100,000) and Buyer shall be responsible for all such costs and expenses over such amount. Sellers shall promptly pay Ernst & Young all fees and expenses due upon completion of its engagement and delivery of the Closing Net Asset Value Statement and Buyer shall thereafter promptly reimburse Sellers for all amounts paid to Ernst & Young that exceed $100,000.

Preparation of Closing Net Asset Value Statement. As promptly as possible and in any event within forty (40) Business Days Within 60 calendar days after the Closing Date, the Purchaser will cause its accountants, Deloitte & Touche, or such other nationally known firm of independent public accountants selected by the Purchaser and reasonably acceptable to Seller shall (the "Purchaser's Accountants"), to prepare or cause and deliver to be preparedthe Seller an audited balance sheet which fairly presents the Assets and the Assumed Liabilities, calculated as provided in the last sentence of Section 2.2(A) above and in accordance with Section 2.2(F), and shall provide to Buyer which sets forth (1) a written statement setting forth in reasonable detail its determination of the Closing Net Asset Value and a computation of the Adjusted Cash Payment and (2) the amount of the post-closing adjustment, if any, payable by the Seller or the Purchaser, as the case may be, as provided in Section 2.2(A) (the “"Closing Net Asset Value Statement”"). The Closing Net Asset Value Statement During such 60 day period, the Seller, the Purchaser and their respective authorized representatives (including without limitation the Seller's Accountants (as hereinafter defined) and the Purchaser's Accountants) shall be prepared in accordance with GAAP applied on a consistent basis with Sellers’ prior practice andentitled to access, during normal business hours, to the extent consistent with GAAPbooks, in accordance with records and work papers of the accounting methodologies, principles, procedures Seller and assumptions used in preparing the Sample Pro Forma Closing Net Asset Value Statement attached hereto as Exhibit 5.02 (collectively, the “Accounting Principles”), and will be prepared in a form and manner in and on a basis consistent with the form and manner in and basis on which the sample pro forma Closing Net Asset Value Statement (defined below) attached hereto as Exhibit 5.02 (which, solely for illustrative purposes, assumes that the Closing occurred on December 30, 2005, the “Sample Pro Forma Closing Net Asset Value Statement”) was prepared. The Accounting Principles and the Sample Pro Forma Closing Net Asset Value Statement attached as Exhibit 5.02 have been prepared on a pro forma basis assuming that the Securitization Program did not exist. Xxxxxxx Polymer will repurchase all then outstanding Receivables subject to provide input to the Securitization Program prior to Closing, and such Receivables will be included in the Closing Net Asset Value Statement. The Closing Net Asset Value Statement shall be prepared by Sellers based on the audited consolidated balance sheet of the Business. Buyer shall provide Sellers with access to all relevant data, information and records, together with all appropriate personnel of Buyer and its Affiliates, for preparation of the Closing Net Asset Value Statement within the time period described above. This personnel shall include, without limitation, access to Xxxxx Xxxxxx and Xxxxxx Xxxxxxx. Buyer shall have reasonable access to the work papers used by the Sellers in Purchaser's Accountants during the preparation of the Closing Net Asset Value Statement. The Sellers and Buyers agree that, in accordance with As part of the Accounting Principles, Sellers will engage Ernst & Young to audit preparation of the Closing Net Asset Value Statement, the Purchaser's Accountants shall, without limitation, review and make such adjustment, if any, as it shall deem necessary to any Assets reflecting accrued manufacturer's COOP receivables and like items to ensure that the amount thereof reflects accruals through the Closing for advertising funds, "key city" funds, coop advertising funds, volume rebates and the underlying combined like, based on amounts which would be received by the Seller assuming its continued operation of the Business following the closing in the ordinary course and consolidated consistent with past GAAP accounting practices and reasonable projections. Without limiting the generality of the foregoing, the Purchaser shall retain those employees of Seller set forth on SCHEDULE 2.2(B) hereto, at their present salary, to assist in the preparation of the balance sheet for the Business and including the individual balance sheets included therein and Ernst & Young shall perform such work and procedures as described in the Accounting Principles. Subject to any adjustment required by Section 5.03(b) below, the calculation of Closing Net Asset Value as of the Adjustment Time and the Closing Net Asset Value Statement during such 60-day period. Seller hereby agrees to reimburse Purchaser for one-half of the wages paid to such employees during such 60-day period within 30 days after receipt of an invoice therefor from Purchaser. In addition, the Purchaser and the Seller shall not reflect any changes or deviations from the Sample Pro Forma Closing Net Asset Value Statement or from GAAP applied on a consistent basis otherwise cooperate with Sellers’ prior practice and, to the extent consistent each other and with GAAP, each other's authorized representatives in accordance connection with the Accounting Principles. Sellers shall be responsible for all costs preparation, audit and expenses associated with the work to be performed by Ernst & Young up to One Hundred Thousand Dollars ($100,000) and Buyer shall be responsible for all such costs and expenses over such amount. Sellers shall promptly pay Ernst & Young all fees and expenses due upon completion of its engagement and delivery review of the Closing Net Asset Value Statement and Buyer shall thereafter promptly reimburse Sellers for all amounts paid to Ernst & Young Statement, provided that exceed $100,000the foregoing does not unreasonably interfere with the other parties' conduct of their businesses after the Closing.