Closing Audit Clause Samples

Closing Audit. Within ninety (90) days following the date hereof, ------------- there shall be delivered to Global and to Sellers an audit of the Preliminary Closing Balance Sheet (the "AUDITED CLOSING BALANCE SHEET") of the Companies at and as of the Closing Date or as of October 31, 1996 at the option of the Sellers. The Preliminary Closing Balance Sheet shall be audited by Ernst & Young in accordance with ▇▇▇▇. The cost of the Audited Closing Balance Sheet shall be paid by Global. In the event that Sellers dispute any items on such Audited Closing Balance Sheet within ten days after Sellers' receipt thereof, the parties shall jointly select and retain an independent "Big Six" accounting firm (the "INDEPENDENT ACCOUNTANTS") to review the disputed items(s) on the Audited Closing Balance Sheet. The final determination of such disputed item(s) by the Independent Accountants shall be reflected on the Audited Closing Balance Sheet. The cost of retaining the Independent Accountants shall be borne by Sellers; provided, however, that Global shall reimburse Sellers for the cost of the Independent Accountants in the event that such review results in an increase of more than $25,000 in the Companies' Working Capital as reflected on the Audited Closing Balance prepared by Ernst & Young.

Closing Audit. 5 2.7 Post-Closing Purchase Price Adjustment................................... 6 ARTICLE III

Closing Audit. Within 90 days following the Closing Date, there shall be delivered to Global and to Seller an audit of the Preliminary Closing Balance Sheet (the "AUDITED CLOSING BALANCE SHEET") of the Company at and as of the Effective Date. The Preliminary Closing Balance Sheet shall be audited by Ernst & Young, LLP in accordance with GAAP. The cost of the Audited Closing Balance Sheet shall be paid by Global. In the event that the Seller disputes any items on the Audited Closing Balance Sheet within ten days after Seller's receipt thereof, the parties shall jointly select and retain an independent "Big Six" accounting firm (the "INDEPENDENT ACCOUNTANTS") to review the disputed item(s) on the Audited Closing Balance Sheet. The final determination of such disputed item(s) by the Independent Accountants shall be reflected on the Audited Closing Balance Sheet. The cost of retaining the Independent Accountants shall be borne equally by Seller and Global.

Closing Audit. Within 180 days following the Closing Date, there ------------- shall be delivered to Iconixx, Buyer, the Company and to Majority Members an audit of the Company's balance sheet as of the Closing Date (the "Audited Closing Financial Statements"). The Audited Closing Financial Statements shall be audited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. in accordance with GAAP. The cost of preparing the Audited Closing Financial Statements shall be paid by Iconixx. The Company and the Majority Members shall be afforded a reasonable opportunity to review the audit results (including any work papers prepared in connection therewith). In the event that the Company provides written notice within 20 days after receipt of the Audited Closing Financial Statements that it disputes any item(s) contained in the Audited Closing Financial Statements, then the Company and Iconixx shall jointly select and retain an independent "Big Five" accounting firm (the "Independent Accountants") to review the disputed item(s) in the Audited Closing Financial Statements. 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. The final determination of such disputed item(s) by the Independent Accountants shall be utilized to determine all adjustments described in Section 2.13 below and shall be final ------------ and binding on the parties solely for such purposes. The cost of retaining the Independent Accountants shall be paid by the Company and/or the Majority Members as they may agree.

Closing Audit. Within sixty (60) calendar days after the Closing Date, Deloitte Touche Tomatsu (“Deloitte”), or other independent auditors approved by Buyer will prepare an audited balance sheet of the Business, as at the Closing Date, and an audited statement of income of the Business for the period beginning January 1, 2007 and ending on the Closing Date. The fees and expenses of such audit shall be paid by Seller; provided, that Buyer will reimburse Seller for the incremental audit fees as compared to the fees associated with Seller’s previous statutory audit. 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.

Closing Audit. 8 2.8 Post-Closing Purchase Price Adjustment........................................... 8 ARTICLE III

Closing Audit. 7 2.8 Post-Closing Purchase Price Adjustment.................... 7 ARTICLE III.......................................................... 8 3.1 Capitalization............................................ 8 3.2

Closing Audit. 10 2.9 Post-Closing Net Working Capital Adjustment...........................................10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY, INVISIONS GROUP AND STOCKHOLDERS.........11 3.1 Capitalization........................................................................11 3.2

Closing Audit. 8 2.9 Post-Closing Net Working Capital Adjustment..........................8 ARTICLE III