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 2.4.1, 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 2.4.1. Buyer shall cause the Acquired Companies and their respective 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 Acquired Companies to be made available during normal business hours to such representatives, and shall cause the necessary personnel of the Acquired Companies to assist such representatives in their review of the Preliminary Adjustment Statement, including granting such persons access to the facilities, network databases and other assets of the Acquired Companies, in each case, upon reasonable advance notice.
Adjustment Statement Review. Sellers’ Representative shall review the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Sellers’ Representative reasonably believes that any of them was not prepared in accordance with this Agreement, Sellers’ Representative shall so notify Buyer in writing no later than thirty (30) days after Sellers’ Representative’s receipt thereof, setting forth in such notice Sellers’ Representative’s objection or objections to the Closing Balance Sheet, Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments that Sellers’ Representative claims are required to be made thereto in order to conform the same to the terms of this Agreement. Buyer and Sellers shall each make readily available to the other all of their relevant work papers and books and records relating to the Acquired Companies, the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment as are requested by Buyer or Sellers and shall use commercially reasonable efforts to cooperate with each other in resolving any disputed matters. Any notice of objection delivered pursuant to this Section 2.5.2 shall specify in reasonable detail the nature of any disagreement so asserted.
Adjustment Statement Review. Sellers’ Representative on behalf of Sellers shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Sellers’ Representative believes that either was not prepared in accordance with Section 2.4.1, Sellers’ Representative shall so notify Buyer in writing no later than thirty (30) days after Sellers’ Representative’s receipt of the Preliminary Adjustment Statement, setting forth in such notice Sellers’ Representative’s objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity of the adjustments which Sellers’ Representative claims are required to be made thereto in order to conform same to the terms of Section 2.4.1. Buyer shall cause the Company and its officers, employees, agents and representatives to provide reasonable cooperation with the accountants and advisors of Sellers’ 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 Company used by the Company 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 Company to assist such representatives in their review of the Preliminary Adjustment Statement, including by granting such persons reasonable access to the facilities of the Company, in each case, upon reasonable advance notice. The fees and expenses of any such accountants and advisors retained by Seller shall be paid by Sellers.
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. If Seller believes that the Preliminary Adjustment Statement is inaccurate or was not properly prepared in accordance with Section 2.7(a), Seller shall so notify Purchaser no later than twenty-one (21) days after Seller’s receipt thereof, setting forth in such notice its objections to the Preliminary Adjustment Statement with particularity and the specific changes which Seller claims are required to be made in order to conform the Preliminary Adjustment Statement to the terms of Section 2.7(a).
Adjustment Statement Review. Sellers shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and shall notify Buyers in writing of any dispute they have with respect to the content of the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment within fifteen (15) days after receipt of the Preliminary Adjustment Statement, setting forth in such written notice their objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Sellers claim are required to be made thereto.
Adjustment Statement Review. Sellers shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Sellers believe that either was not prepared in accordance with Section 2.4.1, Sellers shall so notify Buyer in writing no later than thirty (30) days after Sellers’ receipt of the Preliminary Adjustment Statement, setting forth in such notice Sellers’ objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity of the adjustments which Sellers’ claims are required to be made thereto in order to conform same to the terms of Section 2.4.1. Buyer shall cause the Company and its officers, employees, agents and representatives to provide reasonable cooperation with the accountants and advisors of Sellers 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 used by the Company 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 Company to assist such representatives in their review of the Preliminary Adjustment Statement, including making available electronic files or by granting such persons reasonable access to the facilities of the Company, in each case, upon reasonable advance notice. The fees and expenses of any such accountants and advisors retained by Seller shall be paid by Xxxxxxx.
Adjustment Statement Review. No later than the 30th day after Representative’s receipt of the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment, Representative shall notify Buyer in writing of any objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Representative claims are required to be made thereto in order to conform the same to the terms of Section 2.7(a).
Adjustment Statement Review. Company Members shall notify Iconic in writing of any objection (a “Working Capital Dispute Notice”), to the Working Capital Statement no later than thirty (30) days after Company Members’ receipt thereof (the “Objection Period”), setting forth in such notice, Company Members’ objection or objections to the Working Capital Statement with reasonable particularity of the adjustments which Company Members claim are required to be made thereto. Iconic and the Company and their respective representatives shall reasonably cooperate with all representatives of Company Members in the review of the Working Capital Statement and Company Members, during normal business hours, shall have access to the books and records of the Company, the personnel of the Company that were involved in the calculation of the items included in the Working Capital Statement, and such other information of the Company that relates to the Working Capital Statement, in each case, as is reasonably necessary for the purpose of reviewing the calculations contained in the Working Capital Statement. If Company Members do not provide a Working Capital Dispute Notice within the Objection Period, the Working Capital Statement shall be deemed to be final and binding on the Parties.
Adjustment Statement Review. Stockholders’ Representative shall notify Parent in writing no later than the thirtieth (30th) day after Stockholders’ Representative’s receipt of the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment, setting forth in such written notice Stockholders’ Representative’s objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Stockholders’ Representative claims are required to be made thereto in order to conform the same to the terms of this Agreement.
