Preparation of Closing Balance Sheet. (a) Within 30 days after the Closing Date, Existing Sub shall deliver to Parent a calculation of Specified Net Assets as of the close of business on the Closing Date prepared by Existing Sub in accordance with GAAP, on a basis consistent with the accounting principles utilized in the preparation of year-end financial statements. Existing Sub shall provide Parent with reasonable access to its workpapers in connection with such calculation and shall make itself available at reasonable times upon request of Parent to discuss with Parent such calculation. (b) If Parent objects to Existing Sub's calculation of Specified Net Assets, Parent shall deliver to Existing Sub and Buyers, within 30 days after receipt of Existing Sub's calculation (the "OBJECTION PERIOD"), a written statement describing its objections thereto. In the event that Parent fails to deliver such written statement prior to the expiration of the Objection Period, Existing Sub's calculation shall be final, conclusive and binding upon the parties hereto. In the event that Parent delivers such written statement prior to the expiration of the Objection Period, Parent and Existing Sub will use all reasonable efforts to resolve any dispute. If Parent's calculation of Specified Net Assets differs by no more than $5,000 from Existing Sub's calculation, then no adjustment shall be made and Parent's calculation shall be the final resolution of the Specified Net Assets. If a final resolution is not obtained within 30 days after Parent has delivered such written notice, either Existing Sub or Parent may submit any remaining disputes for resolution to an accounting firm mutually agreeable to Existing Sub and Parent (such accounting firm shall be referred to herein as the "ARBITRATING ACCOUNTANTS") which firm shall
Appears in 1 contract
Sources: Stock Purchase Agreement (Swander Pace Capital LLC)
Preparation of Closing Balance Sheet. (a) Within 30 days after the Closing Date, Existing Sub shall deliver to Parent a calculation of Specified Net Assets as of the close of business on the Closing Date prepared by Existing Sub in accordance with GAAP, on a basis consistent with the accounting principles utilized in the preparation of year-year- end financial statements. Existing Sub shall provide Parent with reasonable access to its workpapers in connection with such calculation and shall make itself available at reasonable times upon request of Parent to discuss with Parent such calculation.
(b) If Parent objects to Existing Sub's calculation of Specified Net Assets, Parent shall deliver to Existing Sub and Buyers, within 30 days after receipt of Existing Sub's calculation (the "OBJECTION PERIOD"), a written statement describing its objections thereto. In the event that Parent fails to deliver such written statement prior to the expiration of the Objection Period, Existing Sub's calculation shall be final, conclusive and binding upon the parties hereto. In the event that Parent delivers such written statement prior to the expiration of the Objection Period, Parent and Existing Sub will use all reasonable efforts to resolve any dispute. If Parent's calculation of Specified Net Assets differs by no more than $5,000 from Existing Sub's calculation, then no adjustment shall be made and Parent's calculation shall be the final resolution of the Specified Net Assets. If a final resolution is not obtained within 30 days after Parent has delivered such written notice, either Existing Sub or Parent may submit any remaining disputes for resolution to an accounting firm mutually agreeable to Existing Sub and Parent (such accounting firm shall be referred to herein as the "ARBITRATING ACCOUNTANTS") which firm shallshall resolve such dispute within 30 days following its selection based solely upon presentations by the parties, which presentations shall include each party's estimate of the Specified Net Assets and shall not include any independent review. In resolving any dispute, the Arbitrating Accountants shall examine only those issues in dispute and shall not assign a value greater than the highest value claimed by a party or lower than the lowest value claimed by a party. The Arbitrating Accountants' determination shall be final, conclusive and binding upon the parties hereto. The calculation of Specified Net Assets as finally revised based on the mutual agreement of Existing Sub and Parent or by the Arbitrating Accountants shall be final, conclusive and binding upon the parties hereto.
(c) Existing Sub and Parent shall cooperate with the Arbitrating Accountants in all respects, including providing the Arbitrating Accountants with all work papers and back-up materials used in preparation and review of their calculations of Specified Net Assets.
(d) The fees, expenses and costs of the Arbitrating Accountants shall be borne by the party (Existing Sub or Parent) whose estimation of the Specified Net Assets, taking into account any changes made prior to submission to the Arbitrating Accountants, is farthest from the sum of the Specified Net Assets as finally determined by the Arbitrating Accountants.
Appears in 1 contract