Adjustment Statement Review. Stockholders’ Representative, on behalf of all Company Stockholders, shall review the Preliminary Adjustment Statement and the Preliminary Post- Closing Adjustment and, if Stockholders’ Representative believes that either was not prepared in accordance with Section 2.9.1 or is otherwise incorrect, Stockholders’ Representative shall so notify Parent in a single writing no later than thirty (30) days after Stockholders’ Representative’s receipt of the Preliminary Adjustment Statement, setting forth in such written notice Stockholders’ Representative’s objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity (including with reasonable specificity the rationale and calculation for each objection and supporting documentation) of the adjustments which Stockholders’ Representative claims are required to be made thereto. Any item or amount that is not expressly objected to in such written notice shall be deemed agreed and final. From the date of delivery of the Preliminary Adjustment Statement and until the end of such thirty (30)-day period, Parent shall cause the Surviving Corporation to provide reasonable cooperation with the accountants and advisors of Stockholders’ Representative in the review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall cause the books and records of the Surviving Corporation used in the preparation of the Preliminary Adjustment Statement to be made available during normal business hours to such Representatives, and shall cause the necessary personnel of the Surviving Corporation responsible for the preparation of the Preliminary Adjustment Statement to assist such Representatives in their review of the Preliminary Adjustment Statement. The fees and expenses of any such accountants and advisors retained by Stockholders’ Representative shall be paid by Stockholders’ Representative.
Adjustment Statement Review. Seller shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Seller believes that either was not prepared in accordance with Section 2.4(a), Seller shall so notify Buyer in writing no later than thirty (30) days after Seller’s receipt thereof, setting forth in such notice, Seller’s objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity of the adjustments which Seller claims are required to be made thereto in order to conform the same to the terms of Section 2.4(a). Buyer shall cause the Company and its officers, employees, agents and representatives to cooperate with all representatives of Seller in the review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall cause the books and records of the Company to be made available during normal business hours to such representatives, and shall cause the necessary personnel of the Company to assist such representatives in their review of the Preliminary Adjustment Statement, including granting such persons access to the facilities and other assets of the Company, in each case, upon reasonable advance notice.
Adjustment Statement Review. Sellers’ Representative shall notify Buyer in writing no later than the thirtieth (30th) day after Sellers’ Representative’s receipt of the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment setting forth in such written notice Sellers’ Representative’s objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Sellers’ Representative claims are required to be made thereto in order to conform the same to the terms of Section 2.4.1.
Adjustment Statement Review. Seller shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and shall notify Buyer in writing of any dispute it has with respect to the content of the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within thirty (30) days after receipt of the Preliminary Adjustment Statement setting forth in such written notice its objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Seller claims are required to be made thereto.
Adjustment Statement Review. If the Stockholders’ Representative reasonably believes that the Preliminary Adjustment Statement is inaccurate or was not properly prepared in accordance with Section 2.5.1, the Stockholders’ Representative shall so notify the Purchaser no later than thirty (30) days after the Stockholders’ Representative’s receipt thereof (the “Notice of Disagreement”), setting forth in the Notice of Disagreement its objections to the Preliminary Adjustment Statement with particularity and the specific changes which the Stockholders’ Representative proposes to be made in order to conform the Preliminary Adjustment Statement to the terms of Section 2.5.1.
Adjustment Statement Review. Seller shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Seller reasonably believes that either was not prepared in accordance with Section 3.4.1 or that there was an inaccuracy or error in the preparation thereof in accordance with Section 3.4.1, Seller shall so notify Buyer in writing no later than the thirtieth (30th) day after Seller’s receipt thereof, setting forth in such notice Seller’s objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Seller claims are required to be made thereto in order to conform the same to the terms of Section 3.4.1. Any notice of objection delivered pursuant to this Section 3.4.2 shall specify in reasonable detail the nature of any disagreement so asserted. Buyer shall cooperate fully with all representatives of Seller in the review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall cause the books and records of Buyer to be made available during normal business hours to such representatives, and shall cause the necessary personnel of Buyer to assist such representatives in the review of the Preliminary Adjustment Statement, including granting such persons access to the facilities and other assets of the Buyer upon reasonable advance notice.
Adjustment Statement Review. If the Sellers’ Representative reasonably believes that the Preliminary Adjustment Statement is inaccurate or was not properly prepared in accordance with Section 2.5.1, the Sellers’ Representative shall so notify the Purchaser no later than thirty (30) days after the Sellers’ Representative’s receipt thereof, setting forth in such notice its objections to the Preliminary Adjustment Statement with particularity and the specific changes which the Sellers’ Representative proposes to be made in order to conform the Preliminary Adjustment Statement to the terms of Section 2.5.1.
Adjustment Statement Review. No later than the 30th day after Xxxxxx’s receipt of the Adjustment Statement, Seller shall notify Buyer in writing of any objections to the Adjustment Statement or the Post-Closing Adjustment and the specific changes or adjustments which Seller claims are required to be made thereto in order to conform the same to the terms of this Section 2.7.
Adjustment Statement Review. If Stockholders’ Representative reasonably believes that Parent’s calculation of the Working Capital was not prepared in accordance with this Agreement, Stockholders’ Representative shall so notify Parent no later than thirty (30) days after Stockholders’ Representative’s receipt thereof, setting forth in such notice Stockholders’ Representative’s objections to Parent’s calculation of the Working Capital (the “Objection Notice”). Any such Objection Notice, to be effective, must set forth the specific line items in Parent’s calculation of the Working Capital with which Stockholders’ Representative disagrees and Stockholders’ Representative’s calculation of the Working Capital. Stockholders’ Representative shall be deemed to have agreed with all line items or amounts contained in Parent’s calculation of the Working Capital unless, and only to the extent, such line items or amounts are specifically and timely objected to in an Objection Notice. If Stockholders’ Representative does not timely deliver an Objection Notice, Parent’s calculation of the Working Capital shall be binding and conclusive on the parties hereto. In the event of such Objection Notice, Parent and Stockholders’ Representative shall negotiate in good faith to resolve such dispute, which shall include each side exchanging in writing their positions concerning the matter or matters in dispute and a meeting to discuss their respective positions. Any resolution by Parent and Stockholders’ Representative as to any matters in dispute shall be final, binding and conclusive on the parties hereto.
Adjustment Statement Review. If the Seller believes that the Preliminary Adjustment Statement is inaccurate or was not properly prepared in accordance with this Agreement, the Seller shall so notify the Purchaser no later than thirty (30) days after the Seller’s receipt thereof (the “Dispute Notice”), setting forth in the Dispute Notice each of its objections to the Preliminary Adjustment Statement, describing in reasonable detail the basis (and the amount in dispute) for each such objection and the changes which the Seller proposes to be made in order to conform the Preliminary Adjustment Statement to the terms of this Agreement.
