Common use of Closing Reports Clause in Contracts

Closing Reports. No later than 90 days after the Closing, ▇▇▇▇ ▇▇▇, at its cost and expense, shall prepare and close the financial books and records of the Business as of the close of business, Connecticut time, on the Closing Date, and, based on the Books and Records, shall prepare and deliver, or cause to be prepared and delivered, to the Company, a balance sheet, dated as of the effective date of the Closing (the "CLOSING DATE BALANCE SHEET"). Subject to SCHEDULE 3.3, the Closing Date Balance Sheet shall be prepared in accordance with generally accepted accounting principles, consistently applied in accordance with past practices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("GAAP"), shall present fairly the financial condition of the Business as of the effective date of the Closing. In order that Purchaser may cause the preparation of the Closing Date Balance Sheet and Closing Statement, Purchaser and Sellers shall cause a physical count of ▇▇▇▇▇▇▇ Adler's Inventory on hand as of the Closing Date and ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall cooperate and provide Purchaser, its representatives and agents with access to the Inventory for this purpose. Representatives of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and its agents, including auditors, may be present during the Inventory count. As used herein, the term "CLOSING STATEMENT" shall mean the Closing Date Balance Sheet of the Business, adjusted to delete any items which are not included in the calculation of Closing Net Book Value. Purchaser shall deliver to the Company the Closing Date Balance Sheet and the Closing Statement, and if the Company objects to either, then within 30 calendar days of its receipt of the Closing Date Balance Sheet and Closing Statement, the Company shall give written notice (the "NOTICE") of its objections to Purchaser. During such 30-day period, Purchaser and Purchaser's accountants shall give the Company and its accountants access, upon reasonable notice and during normal business hours, to all books, records and work papers of Purchaser and its accountants related to the preparation or review audit of the Closing Date Balance Sheet and Closing Statement. If Purchaser has not received the Notice within such 30-day period, Sellers shall be deemed to have no objection to the Closing Statement and the Closing Statement shall become final and binding on the parties hereto for all purposes of this Agreement. The parties shall negotiate in good faith to resolve any disputes as promptly as practicable. If the parties are unable to resolve all disputes within twenty calendar days of receipt by Purchaser of the Notice, then only the unresolved disputes shall be submitted to the New York office of Coopers & ▇▇▇▇▇▇▇ or if that firm declines such engagement, another independent certified public accounting firm mutually agreed to by the parties (the "INDEPENDENT ACCOUNTANT"). The parties shall be entitled to provide the Independent Accountant with supporting documentation in connection with resolution of such disputes. The Independent Accountant shall, within 30 calendar days of its engagement, provide a final and conclusive resolution of all unresolved disputes and shall conform the Closing Statement accordingly. All references in this Agreement to the Closing Statement shall mean the Closing Statement as modified pursuant to this resolution procedure, as the case may be, and the resolution of the Independent Accountant shall be binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne equally by Purchaser and the Company. If the Closing Payment exceeds the Purchase Price based on the Closing Statement as finally determined pursuant to this Section 3.2, then Sellers shall be jointly and severally liable to promptly pay the amount of such excess to Purchaser; if the Purchase Price as so determined exceeds the Closing Payment, Purchaser shall promptly pay the amount of such excess to ▇▇▇▇▇▇▇ ▇▇▇▇▇. All sums payable under this Section 3.2.1 and 3.2.2 below shall be paid by wire transfer of immediately available funds on the first business day following such final determination.

Closing Reports. No later than 90 days after (a) The Ceding Companies and the Closing, ▇▇▇▇ ▇▇▇, at its cost and expense, shall prepare and close the financial books and records of the Business as of the close of business, Connecticut time, on the Closing Date, and, based on the Books and Records, shall prepare and deliver, or cause to be prepared and delivered, to the Company, a balance sheet, dated as of the effective date of the Closing (the "CLOSING DATE BALANCE SHEET"). Subject to SCHEDULE 3.3, the Closing Date Balance Sheet shall be prepared in accordance with generally accepted accounting principles, consistently applied in accordance with past practices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("GAAP"), shall present fairly the financial condition of the Business as of the effective date of the Closing. In order that Purchaser may cause the preparation of the Closing Date Balance Sheet and Closing Statement, Purchaser and Sellers shall cause a physical count of ▇▇▇▇▇▇▇ Adler's Inventory on hand as of the Closing Date and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Reinsurer shall cooperate and provide Purchaser, its representatives and agents with access to the Inventory for this purpose. Representatives of ▇▇▇▇▇▇▇ ▇▇▇▇▇ and its agents, including auditors, may be present during the Inventory count. As used herein, the term "CLOSING STATEMENT" shall mean the Closing Date Balance Sheet of the Business, adjusted to delete any items which are not included in the calculation of Closing Net Book Value. Purchaser shall deliver to the Company the Closing Date Balance Sheet and the Closing Statement, and if the Company objects to either, then within 30 calendar days of its receipt of the Closing Date Balance Sheet and Closing Statement, the Company shall give written notice (the "NOTICE") of its objections to Purchaser. During such 30-day period, Purchaser and Purchaser's accountants shall give the Company and its accountants access, upon reasonable notice and during normal business hours, to all books, records and work papers of Purchaser and its accountants related to the preparation or review audit of the Closing Date Balance Sheet and Closing Statement. If Purchaser has not received the Notice within such 30-day period, Sellers shall be deemed to have no objection to the Closing Statement and the Closing Statement shall become final and binding on the parties hereto for all purposes of this Agreement. The parties shall negotiate in good faith to resolve any disputes mutually agree on the information to be delivered to Reinsurer as promptly as practicablereasonably necessary to permit Reinsurer to prepare the Reinsurer Interim Required Balance Report. If Subject to and following agreement on such information, the parties are unable Ceding Companies shall prepare and deliver to resolve all disputes within twenty Reinsurer on or prior to the tenth (10th) Business Day of each calendar days of receipt by Purchaser month between the date hereof and the applicable Closing Date, a report setting forth the Ceding Companies’ good faith estimate of the Notice, then only Initial Premium as set forth in cell S11 of tab “IP Roll-Forward Model” of the unresolved disputes shall be submitted Initial Premium Roll-Forward Model as of such date with respect to the Texas Reinsurance Agreement and cell T11 of tab “IP Roll-Forward Model” of the Initial Premium Roll-Forward Model as of such date with respect to the New York office of Coopers & ▇▇▇▇▇▇▇ or if that firm declines such engagement, another independent certified public accounting firm mutually agreed Reinsurance Agreement. (b) Subject to the timely receipt by the parties Reinsurer of the information contemplated by Section 5.11(a), the Reinsurer shall prepare and deliver to the Ceding Companies on or prior to the twelfth (12th) Business Day of each calendar month between the "INDEPENDENT ACCOUNTANT"). The parties date hereof and the applicable Closing Date a report (each, a “Reinsurer Interim Required Balance Report”) setting forth (i) Reinsurer’s estimated calculation of the applicable Initial Aggregate Required Balance as of the end of the immediately preceding month, which amount shall be entitled to provide calculated in accordance with the Independent Accountant Required Balance Model and Calculation Methodologies and (ii) the Reinsurer Sensitivity Grid (as defined in the Reinsurance Agreement), prepared by the Reinsurer with supporting documentation the cooperation of the Ceding Companies as if the Reinsurance Agreements were in connection with resolution effect at the time of such disputes. The Independent Accountant shall, within 30 calendar days of its engagement, provide a final and conclusive resolution of all unresolved disputes and shall conform the Closing Statement accordingly. All references in this Agreement to the Closing Statement shall mean the Closing Statement as modified pursuant to this resolution procedure, as the case may be, and the resolution of the Independent Accountant shall be binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne equally by Purchaser and the Company. If the Closing Payment exceeds the Purchase Price based on the Closing Statement as finally determined pursuant to this Section 3.2, then Sellers shall be jointly and severally liable to promptly pay the amount of such excess to Purchaser; if the Purchase Price as so determined exceeds the Closing Payment, Purchaser shall promptly pay the amount of such excess to ▇▇▇▇▇▇▇ ▇▇▇▇▇. All sums payable under this Section 3.2.1 and 3.2.2 below shall be paid by wire transfer of immediately available funds on the first business day following such final determinationpreparation.