Common use of Preparation of Closing Balance Sheets Clause in Contracts

Preparation of Closing Balance Sheets. As soon as practicable after the Distribution Time, but in any event within 60 days following the Distribution Time, NextLevel Systems shall cause Deloitte & Touche LLP (or another comparable independent accounting firm selected by NextLevel Systems) (the "AUDITORS") to: (i) conduct an audit of GS and the GS Subsidiaries to determine the aggregate amount, as of the Distribution Time, of each of (a) the GS Credit Facility Debt, (b) the Consolidated Debt (other than the GS Credit Facility Debt) of GS and the GS Subsidiaries, and (c) the Cash and Cash Equivalents held by GS and the GS Subsidiaries, and to prepare and deliver to each of NextLevel Systems, GS and CommScope a consolidated balance sheet for GS and the GS Subsidiaries as of the Distribution Time reflecting the amount of each of the foregoing (the "GS CLOSING BALANCE SHEET"); (ii) conduct an audit of CommScope and the CommScope Subsidiaries to determine the aggregate amount, as of the Distribution Time, of each of (a) the CommScope Credit Facility Debt, (b) the Consolidated Debt (other than the CommScope Credit Facility Debt) of CommScope and the CommScope Subsidiaries, and (c) the Cash and Cash Equivalents held by CommScope and the CommScope Subsidiaries, and to prepare and deliver to each of NextLevel Systems, GS and CommScope a consolidated balance sheet for CommScope and the CommScope Subsidiaries as of the Distribution Time reflecting the aggregate amount of each of the foregoing (the "COMMSCOPE CLOSING BALANCE SHEET"); and (iii) conduct procedures (to be agreed upon) to determine the accuracy of the representations and warranties contained in SECTION 4 hereof. The GS Closing Balance Sheet and the CommScope Closing Balance Sheet shall each be prepared on the basis of an audit conducted by the Auditors in accordance with GAAP consistently applied and without giving effect to any change in accounting principles required on account of the consummation of the Distributions, except that, to the extent that any definition contained herein contemplates inclusion or exclusion of an item that would not be included or excluded under GAAP, the Auditors shall compute such item in accordance with such definition. During the course of the preparation of the GS Closing Balance Sheet and the CommScope Closing Balance Sheet by the Auditors, and during any period in which there is a dispute regarding either the GS Closing Balance Sheet or the CommScope Closing Balance Sheet, each of GS and CommScope, as the case may be, shall cooperate with the Auditors and each other and shall have access to all work papers of the Auditors and all pertinent accounting and other records of GS and the GS Subsidiaries and CommScope and the CommScope Subsidiaries, as applicable. NextLevel Systems shall pay the fees and expenses of the Auditors.

Preparation of Closing Balance Sheets. As soon as practicable after the Distribution Time, but in any event within 60 days following the Distribution Time, NextLevel Systems shall cause Deloitte & Touche LLP (or another comparable independent accounting firm selected by NextLevel Systems) (the "AUDITORSAuditors") to: (i) conduct an audit of GS and the GS Subsidiaries to determine the aggregate amount, as of the Distribution Time, of each of (a) the GS Credit Facility Debt, (b) the Consolidated Debt (other than the GS Credit Facility Debt) of GS and the GS Subsidiaries, and (c) the Cash and Cash Equivalents held by GS and the GS Subsidiaries, and to prepare and deliver to each of NextLevel Systems, GS and CommScope a consolidated balance sheet for GS and the GS Subsidiaries as of the Distribution Time reflecting the amount of each of the foregoing (the "GS CLOSING BALANCE SHEETClosing Balance Sheet"); (ii) conduct an audit of CommScope and the CommScope Subsidiaries to determine the aggregate amount, as of the Distribution Time, of each of (a) the CommScope Credit Facility Debt, (b) the Consolidated Debt (other than the CommScope Credit Facility Debt) of CommScope and the CommScope Subsidiaries, and (c) the Cash and Cash Equivalents held by CommScope and the CommScope Subsidiaries, and to prepare and deliver to each of NextLevel Systems, GS and CommScope a consolidated balance sheet for CommScope and the CommScope Subsidiaries as of the Distribution Time reflecting the aggregate amount of each of the foregoing (the "COMMSCOPE CLOSING BALANCE SHEETCommScope Closing Balance Sheet"); and (iii) conduct procedures (to be agreed upon) to determine the accuracy of the representations and warranties contained in SECTION Section 4 hereof. The GS Closing Balance Sheet and the CommScope Closing Balance Sheet shall each be prepared on the basis of an audit conducted by the Auditors in accordance with GAAP consistently applied and without giving effect to any change in accounting principles required on account of the consummation of the Distributions, except that, to the extent that any definition contained herein contemplates inclusion or exclusion of an item that would not be included or excluded under GAAP, the Auditors shall compute such item in accordance with such definition. During the course of the preparation of the GS Closing Balance Sheet and the CommScope Closing Balance Sheet by the Auditors, and during any period in which there is a dispute regarding either the GS Closing Balance Sheet or the CommScope Closing Balance Sheet, each of GS and CommScope, as the case may be, shall cooperate with the Auditors and each other and shall have access to all work papers of the Auditors and all pertinent accounting and other records of GS and the GS Subsidiaries and CommScope and the CommScope Subsidiaries, as applicable. NextLevel Systems shall pay the fees and expenses of the Auditors.