Common use of Post-Closing Procedures Clause in Contracts

Post-Closing Procedures. After the Closing, Parent shall have the right to cause its independent auditors to conduct, at its sole expense, a roll-back audit of A&S's year-end audited financial statements to determine the accuracy of the balance sheet of A&S as of the Closing Date (the "Closing Balance Sheet"). Such audit will be conducted in accordance with procedures to be mutually agreed upon by the auditors of A&S and Parent to verify the appropriateness at, or as of the Cut-Off Date, of (i) the classification of assets and non-interest bearing liabilities between A&S and the Company, (ii) the application of funds by A&S prior to the Cut-Off Date, or (iii) tax allocations and other accruals. In conducting such activities, Parent shall be given the opportunity to discuss A&S's year-end audit with A&S's auditors and review work papers prepared by A&S's auditors in connection with the preparation of A&S's year-end audited financial statements. If Parent's independent auditors determine that inaccuracies existed in the Closing Balance Sheet, then adjustments shall be made to the calculations, allocations and payments made in connection with the transactions contemplated by this Agreement. If Parent and A&S fail to agree on the resolution of any of the matters in this Section 3.7, then such matter shall be referred to the Accountant (as defined in Section 1(b) of the Tax Sharing Agreement) for a binding determination. Parent and A&S shall deliver to the Accountant copies of any schedules or documentation that may be reasonably required by the Accountant to make its determination. Parent and A&S shall be entitled to make presentations to the Accountant in connection therewith. Parent and A&S shall use all reasonable efforts to cause the Accountant to promptly complete such determination.

Post-Closing Procedures. After the Closing, Parent shall have the right to cause its independent auditors to conduct, at its sole expense, a roll-back audit of A&S's year-end audited financial statements to determine the accuracy of the balance sheet of A&S as of the Closing Date (the "Closing Balance Sheet"). Such audit will be conducted in accordance with procedures to be mutually agreed upon by the auditors of A&S and Parent to verify the appropriateness at, or as of the Cut-Off Date, of (i) the classification of assets and non-interest bearing liabilities between A&S and the Company, (ii) the application of funds by A&S prior to the Cut-Off Date, or (iii) tax allocations and other accruals. In conducting such activities, Parent shall be given the opportunity to discuss A&S's year-end audit with A&S's auditors and review work papers prepared by A&S's auditors in connection with the preparation of A&S's year-end audited financial statements. If Parent's independent auditors determine that inaccuracies existed in the Closing Balance Sheet, then adjustments shall be made to the calculations, allocations and payments made in connection with the transactions contemplated by this Agreement. If Parent and A&S fail to agree on the resolution of any of the matters in this Section 3.7, then such matter shall be referred to the Accountant (as defined in Section 1(b) of the Tax Sharing Agreement) for a binding determination. Parent and A&S shall deliver to the Accountant copies of any schedules or documentation that may be reasonably required by the Accountant to make its determination. Parent and A&S shall be entitled to make presentations to the Accountant in connection therewith. Parent and A&S shall use all reasonable efforts to cause the Accountant to promptly complete such determination.or