Common use of Audits and Appraisals Clause in Contracts

Audits and Appraisals. Article 36 The audits and appraisals on Newco include the internal audits and appraisals conducted by the Acquirer and any external audits or appraisals performed by an independent third party. Article 37 The auditor and appraiser, as independent third parties under this Agreement, shall be mutually approved by the Acquirer, the Controlling Party and/or the Transferors, but the Acquirer shall bear the associated audit and appraisal expenses. * Confidential material redacted and filed separately with the Securities and Exchange Commission. Article 38 The audit and appraisal results issued by the auditor and appraiser under this Agreement shall be subject to mutual confirmation by the Acquirer, the Controlling Party and/or Transferors. Article 39 All of the audits and appraisals performed by the auditor and appraiser under this Agreement and the internal audits performed by the Acquirer shall follow the requirements of the critical accounting policies below: (1) Inventories shall be accounted for on the basis of actual procurement costs. (2) The value of Fixed Assets shall be determined according to the audit report issued on the Audit Reference Date by an auditor mutually approved by the Parties. If the auditor cannot obtain reliable accounting materials to confirm the value of such assets, the Parties shall agree to determine such amounts using any of the following methods: (a) the result of appraisals based on fair market value; (b) the amount determined by the Parties through negotiation; or (c) if there are any disagreements on the asset values and the Transferors cannot provide reasonable and satisfactory support or evidence regarding the asset values to the Acquirer, the Acquirer may refuse to acquire such assets on behalf of Newco. (3) The value of real property will be determined on the basis of the appraisal results. (4) The straight-line method shall be used to calculate the depreciation of fixed assets over the longest applicable number of years available for such fixed assets in accordance with the applicable accounting standards.

Audits and Appraisals. Article 36 The audits and appraisals on Newco include the internal audits and appraisals conducted by the Acquirer and any external audits or appraisals performed by an independent third party. Article 37 The auditor and appraiser, as independent third parties under this Agreement, shall be mutually approved by the Acquirer, the Controlling Party and/or the Transferors, but the Acquirer shall bear the associated audit and appraisal expenses. * Confidential material redacted and filed separately with the Securities and Exchange Commission. Article 38 The audit and appraisal results issued by the auditor and appraiser under this Agreement shall be subject to mutual confirmation by the Acquirer, the Controlling Party and/or Transferors. Article 39 All of the audits and appraisals performed by the auditor and appraiser under this Agreement and the internal audits performed by the Acquirer shall follow the requirements of the critical accounting policies below: (1) Inventories shall be accounted for on the basis of actual procurement costs. (2) The value of Fixed Assets shall be determined according to the audit report issued on the Audit Reference Date by an auditor mutually approved by the Parties. If the auditor cannot obtain reliable accounting materials to confirm the value of such assets, the Parties shall agree to determine such amounts using any of the following methods: (a) the result of appraisals based on fair market value; (b) the amount determined by the Parties through negotiation; or (c) if there are any disagreements on the asset values and the Transferors cannot provide reasonable and satisfactory support or evidence regarding the asset values to the Acquirer, the Acquirer may refuse to acquire such assets on behalf of Newco. (3) The value of real property will be determined on the basis of the appraisal results. (4) The straight-line method shall be used to calculate the depreciation of fixed assets over the longest applicable number of years available for such fixed assets in accordance with the applicable accounting standards.