Audited Closing Financial Statements definition
Examples of Audited Closing Financial Statements in a sentence
The Net Working Capital Adjustment shall be determined by referring to the Audited Closing Financial Statements.
Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial computations required under this Agreement shall be made, in accordance with GAAP applied in a manner consistent with that used in preparing the Audited Closing Financial Statements, except as otherwise specifically prescribed herein.
The Audited Closing Financial Statements shall be audited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. in accordance with GAAP.
In conducting such review, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. shall provide the Independent Accountants with customary access to the work papers of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. utilized in preparing the Audited Closing Financial Statements.
Promptly after completion of such audit Deloitte shall supply Seller with copies of the Audited Closing Financial Statements and Deloitte’s opinion thereon (together with the Audited Closing Financial Statements, the “Audit Report”) stating that the Audited Closing Financial Statements have been prepared in accordance with U.S. GAAP on a going concern basis consistently applied.
Buyer shall use commercially reasonable efforts to assist Seller and KPMG LLP and shall cooperate fully and promptly with Seller and KPMG LLP by providing information and providing assistance as Seller or KPMG LLP may reasonably request in connection with the preparation of the Audited Closing Financial Statements.
Since the date of the Audited Closing Financial Statements, no Material Adverse Effect has occurred.
The Purchase Price will ------------------------------------------- be adjusted upward or downward, on a dollar-for-dollar basis, to reflect the increase or decrease, if any, in Net Working Capital as reflected on the Audited Closing Financial Statements from the Projected Net Working Capital (the "Net Working Capital Adjustment").
The Purchasers' Auditors shall have all reasonable access to the accounting and other relevant books and records used in the preparation of the Audited Closing Financial Statements and the Adjustment Certificate.
As from the date of the receipt by the Purchasers of the Audited Closing Financial Statements and the Adjustment Certificate (the "Delivery Date"), Paradigm and Ernst & Young (the "Purchasers' Auditors") may proceed at the Purchasers' expense with a review of the Audited Closing Financial Statements and the Adjustment Certificate.