Common use of Closing Audit Clause in Contracts

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 180 days following the Closing Date, ------------- there ------------- shall be delivered to Iconixx, Buyer, the Company Iconixx and to Majority Members Stockholders 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 Stockholders 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 Stockholders provide written notice within 20 days after receipt of the Audited Closing Financial Statements that it disputes they dispute any item(s) contained in the Audited Closing Financial Statements, then the Company Stockholders 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 ------- 2.9 below and shall be final ------------ and binding on the parties solely for such --- purposes. The cost of retaining the Independent Accountants shall be paid borne equally by the Company and/or the Majority Members as they may agreeStockholders and Iconixx.

Closing Audit. Within 180 120 days following the Closing Date, there shall ------------- shall be delivered to Iconixx, Buyer, the Company ▇▇▇▇▇▇ Holdings and to Majority Members Stockholders 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 AA in accordance with GAAP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 ▇ & Co. ("BT&C") shall be afforded a reasonable opportunity to review the audit results (including any work papers prepared in connection therewith). In BT&C and AA shall mutually agree on the event that the Company provides written notice within 20 days after receipt Audited Closing Financial Statements. The cost of preparing the Audited Closing Financial Statements shall be paid equally by the Stockholders and ▇▇▇▇▇▇. In the event that it disputes any item(s) contained in BT&C and AA cannot agree on the Audited Closing Financial Statements, then the Company BT&C and Iconixx AA shall jointly select and retain an independent "Big Five" accounting firm (the "Independent Accountants") to review the disputed item(smatter(s) in on the Audited Closing Financial Statements. In conducting such review, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. BT&C and AA shall provide the Independent Accountants and BSG Parent with customary access to the work papers of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. AA utilized in preparing the Audited Closing Financial Statements. The final determination of such disputed item(smatter(s) by the Independent Accountants shall be utilized to determine all adjustments described in Section 2.13 2.10 below and shall be final ------------ and binding on the parties ------------ solely for such purposes. The cost of retaining the Independent Accountants shall be paid borne equally by the Company and/or the Majority Members as they may agreeStockholders and ▇▇▇▇▇▇.

Closing Audit. Within 180 120 days following the Closing ------------- Date, there ------------- shall be delivered to Iconixx, Buyer, the Company Empyrean Holdings and to Majority Members Stockholders 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. AA in accordance with GAAP. The cost of preparing the Audited Closing Financial Statements shall be paid by Iconixx. The Company and the Majority Members Stockholders shall be afforded a reasonable opportunity to review the audit results (including any work papers prepared in connection therewith). The cost of preparing the Audited Closing Financial Statements shall be paid by Empyrean Holdings. In the event that the Company provides written notice within 20 days after receipt of the Audited Closing Financial Statements that it Majority Stockholders or Empyrean Holdings disputes any item(s) contained an item 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(smatter(s) in on the Audited Closing Financial Statements. In conducting such review, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. AA shall provide the Independent Accountants with customary access to the work papers of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. AA utilized in preparing the Audited Closing Financial Statements. The final determination of such disputed item(smatter(s) by the Independent Accountants shall be utilized to determine all adjustments described in Section 2.13 2.9 below and shall be final ------------ and binding on the parties ----------- solely for such purposes. The cost of retaining the Independent Accountants shall be paid borne equally by Persons disputing the Company and/or Audited Closing Financial Statements and the Majority Members as they may agreeCompany. If there is no such dispute, the Audited Closing Financial Statements shall be utilized to determine all such adjustments and shall be likewise final and binding.