Common use of Preparation of Effective Date Balance Sheet Clause in Contracts

Preparation of Effective Date Balance Sheet. If ADSX exercises the Two Tranche Option: (a) Forthwith after the Effective Date ADSX shall prepare the Effective Date Balance Sheet and the Settlement Statement (together, the “Statements”) and instruct ADSX’s Accountants to issue a review engagement report on the Effective Date Balance Sheet. The calculation of Net Assets will be made based on the information contained in the Effective Date Balance Sheet, subject to such adjustments as may be required by the principles described at Appendix I. ADSX shall use its reasonable best efforts to cause ADSX’s Accountants to deliver to ADSX final drafts of the Statements within 30 days of the Effective Date. (b) Promptly after receiving final drafts of the Statements and before ADSX’s Accountants issue the Statements in final form, ADSX shall deliver final drafts of the Statements to Xxxxx for his consideration and comment. ADSX will promptly deliver, upon request by Xxxxx, such documentation supporting the Effective Date Balance Sheet as he may request, acting reasonably. (c) ADSX shall amend the final draft Statements to the extent appropriate in the light of the comments in writing of Xxxxx, provided such comments are received by ADSX within 15 days (the “Comment Period”) of the date that ADSX delivers the Statements to Xxxxx pursuant to section 2.3(b). Subject to section 2.3(d), the resulting Statements shall be binding on ADSX, Xxxxx and all other interested Persons. (d) If ADSX and Xxxxx fail, within 10 days of the last day of the Comment Period, to reach agreement on any comments made by Xxxxx during the Comment Period (or such longer period as ADSX and Xxxxx may agree to in writing), a Canadian chartered accountant independent of ADSX and Xxxxx shall be selected by agreement between ADSX and Xxxxx to finally determine the Statements with all reasonable dispatch. If ADSX and Xxxxx are unable to agree on the independent accountant, he or she shall be selected by lot from a nominee proposed by ADSX, on the one hand, and a nominee proposed by Xxxxx, on the other. In making his or her determination, the independent chartered accountant shall act as an expert and not as an arbitrator. The resulting Statements shall be binding on ADSX, Xxxxx and all other interested Persons. (e) The notice provisions of the Acquisition Agreement shall govern the communications contemplated by this section 2.3.

Preparation of Effective Date Balance Sheet. If ADSX exercises (i) Within 60 days after the Two Tranche Option: Closing Date, the Target will prepare and deliver to the Parties a draft consolidated balance sheet (athe "Draft Effective Date Balance Sheet") Forthwith after for the Target and IISC as of the close of business on the day immediately prior to the Effective Date ADSX shall prepare (determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement). The Draft Effective Date Balance Sheet will be prepared in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements and will be subject to the Settlement Statement normal audit review and report of the Target's current auditors. (togetherii) If the Buyer has any objections to the Draft Effective Date Balance Sheet or the procedures adopted by the Target's current auditors in reviewing and reporting thereon, it will deliver a detailed statement describing its objections to the “Statements”) and instruct ADSX’s Accountants to issue a review engagement report on Sellers within 30 days after receiving the Draft Effective Date Balance Sheet. The calculation of Net Assets Sellers and the Buyer will be made based on the information contained in the Effective Date Balance Sheet, subject to such adjustments as may be required by the principles described at Appendix I. ADSX shall use its reasonable best efforts to cause ADSX’s Accountants to deliver to ADSX resolve any such objections themselves. If the Parties do not obtain a final drafts of the Statements resolution within 30 days after the Sellers have received the statement of the Effective Date. (b) Promptly after receiving final drafts of the Statements and before ADSX’s Accountants issue the Statements in final formobjections, ADSX shall deliver final drafts of the Statements to Xxxxx for his consideration and comment. ADSX will promptly deliver, upon request by Xxxxx, such documentation supporting the Effective Date Balance Sheet as he may request, acting reasonably. (c) ADSX shall amend the final draft Statements to the extent appropriate in the light of the comments in writing of Xxxxx, provided such comments are received by ADSX within 15 days (the “Comment Period”) of the date that ADSX delivers the Statements to Xxxxx pursuant to section 2.3(b). Subject to section 2.3(d)however, the resulting Statements shall be binding on ADSX, Xxxxx Sellers and all other interested Persons. (d) If ADSX and Xxxxx fail, within 10 days of the last day of the Comment Period, Buyer will select an accounting firm mutually acceptable to reach agreement on them to resolve any comments made by Xxxxx during the Comment Period (or such longer period as ADSX and Xxxxx may agree to in writing), a Canadian chartered accountant independent of ADSX and Xxxxx shall be selected by agreement between ADSX and Xxxxx to finally determine the Statements with all reasonable dispatchremaining objections. If ADSX the Buyer and Xxxxx the Sellers are unable to agree on the independent accountantchoice of an accounting firm, he or she shall be selected they will select a nationally- recognized accounting firm by lot from a nominee proposed by ADSX, on the one hand, and a nominee proposed by Xxxxx, on the other. In making his or her determination, the independent chartered accountant shall act as an expert and not as an arbitrator(after excluding their respective regular outside accounting firms). The resulting Statements determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. The Sellers will revise the Draft Effective Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this (S)2(e)(ii). The "Effective Date Balance Sheet" shall be binding on ADSX, Xxxxx mean the Draft Effective Date Balance Sheet together with any revisions thereto pursuant to this (S)2(e)(ii). The parties shall share equally all fees and all other interested Persons. (e) The notice provisions expenses of the Acquisition Agreement shall govern accounting firm. The Buyer will provide all necessary access to the communications contemplated by this section 2.3Sellers and their financial advisors in order to assist the Sellers in completing the Draft Effective Date Balance Sheet and responding to or resolving any objections of the Buyer thereto.

Preparation of Effective Date Balance Sheet. If ADSX exercises the Two Tranche Option: (a) Forthwith Within 15 days after the Closing Date, the Buyer will prepare and deliver to the Sellers a draft consolidated balance sheet (the "Initial Effective Date ADSX shall Balance Sheet") for the Company as of the Effective Time (determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement). The Buyer will prepare the Initial Effective Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Company's financial statements referenced in Section 3.4 (the "Financial Statements"); provided, however, that assets, liabilities, gains, losses, revenues, and expenses in interim periods or as of dates other than year-end (which normally are determined through the application of so-called interim accounting conventions or procedures) will be determined, for purposes of the Initial Effective Date Balance Sheet, through full application of the procedures used in preparing the most recent audited balance sheet included within the Financial Statements and the Settlement Statement principles contained in Exhibit C. (togetherb) If the Sellers have any objections to the Initial Effective Date Balance Sheet, the “Statements”) and instruct ADSX’s Accountants Sellers will deliver a detailed statement describing their objections to issue a review engagement report on the Buyer within 30 days after receiving the Initial Effective Date Balance Sheet. The calculation of Net Assets Buyer and the Sellers will be made based on the information contained in the Effective Date Balance Sheet, subject to such adjustments as may be required by the principles described at Appendix I. ADSX shall use its reasonable best efforts to cause ADSX’s Accountants to deliver to ADSX resolve any such objections themselves. If the Parties do not obtain a final drafts of the Statements resolution within 30 days after the Buyer has received the statement of objections, an accounting firm selected by KPMG, LLP and reasonably acceptable to the Effective Date. (b) Promptly after receiving final drafts of Sellers will resolve any remaining objections. The Buyer will revise the Statements and before ADSX’s Accountants issue the Statements in final form, ADSX shall deliver final drafts of the Statements to Xxxxx for his consideration and comment. ADSX will promptly deliver, upon request by Xxxxx, such documentation supporting the Initial Effective Date Balance Sheet as he may request, acting reasonably. (c) ADSX shall amend appropriate to reflect the final draft Statements to the extent appropriate in the light resolution of the comments in writing of Xxxxx, provided such comments are received by ADSX within 15 days (the “Comment Period”) of the date that ADSX delivers the Statements to Xxxxx any objections thereto pursuant to section 2.3(bthis Section 2.5(b). Subject The "Effective Date Balance Sheet" shall mean the Initial Effective Date Balance Sheet together with any revisions thereto pursuant to section 2.3(dthis Section 2.5(b), the resulting Statements shall be binding on ADSX, Xxxxx and all other interested Persons. (d) If ADSX and Xxxxx fail, within 10 days of the last day of the Comment Period, to reach agreement on any comments made by Xxxxx during the Comment Period (or such longer period as ADSX and Xxxxx may agree to in writing), a Canadian chartered accountant independent of ADSX and Xxxxx shall be selected by agreement between ADSX and Xxxxx to finally determine the Statements with all reasonable dispatch. If ADSX and Xxxxx are unable to agree on the independent accountant, he or she shall be selected by lot from a nominee proposed by ADSX, on the one hand, and a nominee proposed by Xxxxx, on the other. In making his or her determination, the independent chartered accountant shall act as an expert and not as an arbitrator. The resulting Statements shall be binding on ADSX, Xxxxx and all other interested Persons. (e) The notice provisions of the Acquisition Agreement shall govern the communications contemplated by this section 2.3.