Common use of Closing Financial Statements Clause in Contracts

Closing Financial Statements. (a) Within 45 calendar days after the Closing Date, Sellers, at the expense of the Company, shall prepare or cause to be prepared (i) an unaudited balance sheet of the Company as of December 31, 2001 and unaudited statements of income, shareholders' equity and cash flows of the Company for the year ended December 31, 2001 and (collectively, the "2001 Financial Statements"), and (ii) an unaudited balance sheet of the Company as of the close of business on the Closing Date (the "Closing Balance Sheet") and unaudited statements of income, shareholders' equity and cash flows of the Company for the period January 1, 2002 through the close of business on the Closing Date (together with the Closing Balance Sheet collectively the "Closing Financial Statements"). Except as set forth on Schedule 3.2, the 2001 Financial Statements and the Closing Financial Statements shall be prepared in accordance with GAAP applied in a manner and using policies consistent with those utilized in preparing the Historical Financial Statements to the extent such application and policies are consistent with GAAP. (b) Promptly after receipt of the Closing Financial Statements, Sellers shall deliver to Buyer a copy thereof. Sellers shall provide Buyer and its accountants with reasonable access (for a period of not more than 45 days after receipt by Buyer of the Closing Financial Statements) to the work papers and other documents prepared by, or on behalf of, Sellers or Frendel, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ relating to the preparation of the Closing Financial Statements for the purpose of reviewing and determining whether to accept or dispute the Closing Financial Statements. If Buyer does not dispute any amount set forth on the Closing Financial Statements, the Closing Financial Statements shall be final, conclusive and binding on all of the parties hereto. If Buyer disputes any amount set forth on the Closing Financial Statements, it shall so notify Sellers in writing within 45 calendar days after delivery of the Closing Financial Statements, specifying its objections and the reasons therefor in reasonable detail (the "Dispute Notice"). Buyer and Sellers shall use reasonable efforts to resolve the dispute. If the dispute is not resolved within 20 calendar days after delivery of the Dispute Notice, Buyer and Sellers shall promptly submit the dispute to ▇▇▇▇▇ ▇▇▇▇▇▇ & Co. LLP (the "Selected Accounting Firm") with a request to resolve the items subject to dispute and deliver its report thereon to Buyer and Sellers within 20 calendar days of its appointment. The Closing Financial Statements, as finally determined pursuant to this Section 3.2(b), shall be referred to as the Final Closing Financial Statements. The fees and expenses of the Selected Accounting Firm shall be shared equally by Buyer, on the one hand, and Sellers, on the other hand (on a Pro Rata Basis).

Closing Financial Statements. (a) Within 45 calendar days after The Company shall, and the Closing DateSeller shall cause the Company to, Sellers, at the expense engage its auditors to perform an audit of the Company, shall prepare or cause to be prepared (i) an unaudited balance sheet year-end financial statements of the Company required pursuant to Regulation S-X under the Exchange Act to be included in SEC filings to be filed by Buyer under the Exchange Act in connection with the transactions contemplated by this Agreement and shall use commercially reasonable efforts to provide Buyer, as of December 31promptly as practicable after the date hereof and, 2001 if possible, prior to November 30, 2016, with the audited and unaudited statements of incomefinancial statements, shareholders' equity and cash flows including interim financial statements, of the Company required pursuant to Regulation S-X under the Exchange Act to be included in SEC filings to be filed by the Buyer under the Exchange Act in connection with the transactions contemplated by this Agreement, together with a report on such year-end financial statements from the independent accountants for the year ended December 31, 2001 and Company (collectively, the "2001 “Closing Financial Statements"”), prepared from the books and (ii) an unaudited balance sheet records of the Company as and in accordance with GAAP consistently applied and the rules and regulations of the close SEC, including the requirements of business on Regulation S-X and the Closing Date (Public Company Accounting Oversight Board Rules, and which present fairly in all material respects the "Closing Balance Sheet") financial position and unaudited statements results of income, shareholders' equity and cash flows operations of the Company for Company. Notwithstanding the period January 1, 2002 through the close of business on the Closing Date (together with the Closing Balance Sheet collectively the "Closing Financial Statements"). Except as set forth on Schedule 3.2foregoing, the 2001 Financial Statements and Seller shall use commercially reasonable efforts to provide Buyer the Closing Financial Statements shall be prepared in accordance with GAAP applied in a manner and using policies consistent with those utilized in preparing the Historical Financial Statements to the extent such application and policies are consistent with GAAPno later than December 31, 2016. (b) Promptly The Company and the Seller shall use their commercially reasonable efforts during the pre-Closing period and, with respect to the Seller, after receipt the Closing to cooperate with the Buyer to prepare pro forma financial statements that comply with the rules and regulations of the SEC to the extent required for SEC filings, including the requirements of Regulation S-X. (c) Buyer shall pay for all fees, costs and expenses of the Company’s auditors in connection with the audit of the Closing Financial Statements, Sellers shall deliver to Buyer a copy thereof. Sellers shall provide Buyer and its accountants with reasonable access (for a period of not more than 45 days after receipt by Buyer of the Closing Financial Statements) to the work papers and other documents prepared by, or on behalf of, Sellers or Frendel, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ relating to the preparation of the Closing Financial Statements for the purpose of reviewing and determining whether to accept or dispute the Closing Financial Statements. If Buyer does not dispute any amount set forth on the Closing Financial Statements, the Closing Financial Statements shall be final, conclusive and binding on all of the parties hereto. If Buyer disputes any amount set forth on the Closing Financial Statements, it shall so notify Sellers in writing within 45 calendar days after delivery of the Closing Financial Statements, specifying its objections and the reasons therefor in reasonable detail (the "Dispute Notice"). Buyer and Sellers shall use reasonable efforts to resolve the dispute. If the dispute is not resolved within 20 calendar days after delivery of the Dispute Notice, Buyer and Sellers shall promptly submit the dispute to ▇▇▇▇▇ ▇▇▇▇▇▇ & Co. LLP (the "Selected Accounting Firm") with a request to resolve the items subject to dispute and deliver its report thereon to Buyer and Sellers within 20 calendar days of its appointment. The Closing Financial Statements, as finally determined pursuant to this Section 3.2(b), shall be referred to as the Final Closing Financial Statements. The fees and expenses of the Selected Accounting Firm shall be shared equally by Buyer, on the one hand, and Sellers, on the other hand (on a Pro Rata Basis).

Closing Financial Statements. (a) Within 45 As soon as practicable (but in no event later than one hundred twenty (120) calendar days after days) following the Closing Date, Sellers, at the expense of the Company, Purchaser shall prepare or cause and deliver to be prepared (i) the Sellers an unaudited audited balance sheet of for the Company as of December 31, 2001 and unaudited statements of income, shareholders' equity and cash flows of the Company for the year ended December 31, 2001 and (collectively, the "2001 Financial Statements"), and (ii) an unaudited balance sheet of the Company as of the close of business on the Closing Date (the "Closing Balance Sheet") as of the Closing Date and unaudited related statements of income, changes in shareholders' equity and cash flows of the Company for the period from January 1, 2002 1998 through the close of business on the Closing Date (together collectively with the Closing Balance Sheet collectively Sheet, the "Closing Financial Statements"). Except as set forth on Schedule 3.2, the 2001 Financial Statements and the The Closing Financial Statements shall be prepared accompanied by the report thereon of Purchaser's Accountants stating that the Closing Financial Statements fairly present the financial position and results of operations of the Company as of such date and for the period then ended in accordance with GAAP applied in on a manner and using policies basis consistent with those utilized in preparing the Historical preparation of the 1997 Financial Statements and, to the extent such application and policies are consistent not inconsistent with GAAP. (b) Promptly after receipt of the Closing 1997 Financial Statements, Sellers shall deliver to Buyer a copy thereofconsistent with the past practices of the Company. Sellers During the period of any dispute provided for in Section 1.05(c), the Purchaser shall provide Buyer the Sellers and its accountants with the Sellers' Accountants reasonable access (for a period of not more than 45 days after receipt by Buyer during normal business hours to the books, records, facilities and employees of the Closing Financial Statements) Company, and the Purchaser shall cooperate fully with the Sellers and the Sellers' Accountants in order to investigate the basis for any such dispute. Purchaser shall reimburse Sellers for the reasonable, actual fees, costs and expenses of Sellers' Accountants in connection with the matters set forth in this Section 1.05(a), but in no event shall such reimbursement obligation exceed $7,500.00. The Sellers and their representatives shall be given reasonable access during normal business hours to the books, records, facilities and employees of the Company, including all supporting documents and auditor's work papers and other documents prepared by, or on behalf of, Sellers or Frendel, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ relating to used in the preparation of the Closing Financial Statements Balance Sheet as necessary for the purpose of reviewing Sellers and determining whether their representatives to accept or dispute review the Closing Financial StatementsBalance Sheet. If Buyer does not dispute any amount set forth Together with the Closing Balance Sheet, Purchaser shall deliver to the Sellers a statement (the "Closing Net Worth Statement") of net worth, derived by subtracting the total liabilities reflected on the Closing Financial Statements, Balance Sheet from the Closing Financial Statements shall be final, conclusive and binding on all of the parties hereto. If Buyer disputes any amount set forth total assets reflected on the Closing Financial Statements, it shall so notify Sellers in writing within 45 calendar days after delivery of the Balance Sheet ("Closing Financial Statements, specifying its objections and the reasons therefor in reasonable detail (the "Dispute NoticeNet Worth"). Buyer Purchaser and Sellers hereby agree that, notwithstanding the Closing Balance Sheet, in no event shall use reasonable efforts to resolve the disputeClosing Net Worth Statement reflect (i) a reserve for warranty claims in excess of $120,000 or (ii) December 31, 1997 net audit adjustments in excess of $10,000. If the dispute is not resolved within 20 calendar days after delivery of the Dispute Notice, Buyer Purchaser and Sellers shall promptly submit the dispute hereby represent to each other that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. LLP has not notified any of them of any December 31, 1997 audit adjustments except as set forth on Schedule 1.05(a) hereto. (b) Within ten (10) Business Days after the date on which the Closing Financial Statements become final, binding and conclusive pursuant to Section 1.05(c), if the amount of the Closing Net Worth set forth on the Closing Net Worth Statement is less than Eight Million Five Hundred Eighty Two Thousand Dollars ($8,582,000) (the "Selected Accounting FirmAsset Threshold"), then Sellers shall pay to Purchaser, as an adjustment to the Aggregate Purchase Price, in immediately available funds, an amount equal to such shortfall (the "Asset Deficiency Amount"). (c) If not disputed by the Sellers in accordance with a request this Section 1.05(c), the Closing Financial Statements delivered by the Purchaser to resolve the items subject to dispute Sellers shall be final, binding and deliver its report thereon to Buyer and Sellers within 20 calendar days of its appointmentconclusive on the parties hereto. The Sellers may dispute any amounts reflected on the Closing Financial Statements but only on the basis that the amounts reflected on the Closing Financial Statements were not arrived at in accordance with GAAP applied on a basis consistent with the preparation of the 1997 Financial Statements and, to the extent not inconsistent with the 1997 Financial Statements, as finally determined pursuant to this Section 3.2(b)consistent with past practices of the Company; provided, however, that the Sellers shall be referred to as notify the Final Purchaser and the Purchaser's Accountants in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) Business Days of the Sellers' receipt of the Closing Financial Statements. In the event of such a dispute, the Sellers and the Purchaser shall negotiate in good faith to resolve such dispute. If such dispute has not been resolved within ten (10) Business Days after the notice referred to above has been given, the Purchaser's Accountants and the Sellers' Accountants shall attempt to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If the Purchaser's Accountants and the Sellers' Accountants are unable to reach a resolution within such ten (10) Business Days, the Purchaser's Accountants and the Sellers' Accountants promptly shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within thirty (30) Business Days of such submission, determine and report to the Sellers and the Purchaser upon such remaining disputed items, and such report shall have the legal effect of an arbitral award and shall be final, binding and conclusive on the Sellers and the Purchaser and shall be enforceable as a judgment in any court of competent jurisdiction. The fees and expenses disbursements of the Selected Independent Accounting Firm shall be shared equally allocated between the Sellers and the Purchaser in the same proportion that the aggregate amount of such remaining disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by Buyer, on each such party (as finally determined by the one hand, and Sellers, on Independent Accounting Firm) bears to the other hand (on a Pro Rata Basis)total amount of disputed items so submitted.