Common use of Adjustment Statement Review Clause in Contracts

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. The Stockholders’ Representative, on behalf of all Company Stockholders, Representative shall review the Preliminary Adjustment Statement and the Preliminary Post- 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 and shall so notify Parent in a single writing of any dispute it has with respect to the preparation and content of the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment no later than thirty the thirtieth (3030th) days day after the Stockholders’ Representative’s receipt of the Preliminary Adjustment Statementthereof, setting forth in such written notice the Stockholders’ Representative’s objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity (including with reasonable specificity and the rationale and calculation for each objection and supporting documentation) of the specific changes or adjustments which the 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 Parent shall, 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 Acquired Companies to, cooperate with the accountants and advisors all representatives 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 Acquired Companies to be made available during normal business hours to such Representativesrepresentatives, and shall cause the necessary personnel of the Surviving Corporation responsible for the preparation of the Preliminary Adjustment Statement Acquired Companies to assist such Representatives representatives in their review of the Preliminary Adjustment Statement. The fees , including granting such persons access to the facilities and expenses other assets of any such accountants and advisors retained by Stockholders’ Representative shall be paid by Stockholders’ Representativethe Acquired Companies, in each case, upon reasonable advance notice.

Adjustment Statement Review. StockholdersSellers’ Representative, on behalf of all Company StockholdersSellers, shall review the Preliminary Adjustment Statement and the Preliminary Post- Post-Closing Adjustment and, if StockholdersSellers’ Representative reasonably believes that either was not prepared in accordance with Section 2.9.1 or is otherwise incorrect2.5.1, StockholdersSellers’ Representative shall so notify Parent Buyer in a single writing no later than thirty the thirtieth (30) days day after StockholdersSellers’ Representative’s Representative receipt of the Preliminary Adjustment Statementthereof, setting forth in such written notice StockholdersSellers’ Representative’s Representative objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity (including with reasonable specificity and the rationale and calculation for each objection and supporting documentation) of the specific changes or adjustments which StockholdersSellers’ Representative claims are required to be made theretothereto in order to conform the same to the terms of Section 2.5.1. Any item or amount that is not expressly objected notice of objection delivered pursuant to this Section 2.5.2 shall specify in such written notice shall be deemed agreed and finalreasonable detail the nature of any disagreement so asserted. From the date of delivery of the Preliminary Adjustment Statement and until the end of such thirty (30)-day period, Parent Buyer shall cause the Surviving Corporation Acquired Companies to provide reasonable cooperation reasonably cooperate with the accountants and advisors all representatives of StockholdersSellers (including Sellers’ Representative 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 Acquired Companies to be made available during normal business hours to such Representativesrepresentatives, and shall cause the necessary personnel of the Surviving Corporation responsible for the preparation of the Preliminary Adjustment Statement Acquired Companies to assist such Representatives representatives in their review of the Preliminary Adjustment Statement. The fees , including granting such persons access to the facilities and expenses other assets of any such accountants and advisors retained by Stockholders’ Representative shall be paid by Stockholders’ Representativethe Acquired Companies, in each case, upon reasonable advance notice; provided, that none of the foregoing unreasonably interferes with the normal business operations of Buyer or its Affiliates (including the Acquired Companies).

Adjustment Statement Review. StockholdersSellers’ Representative, on behalf of all Company Stockholdersof the Seller Parties, shall will review the Preliminary Adjustment Statement and the Preliminary Post- Post-Closing Adjustment and, if StockholdersSellers’ Representative believes determines that either was not prepared in accordance with Section 2.9.1 or is otherwise incorrect2.4.1, StockholdersSellers’ Representative shall will so notify Parent Buyer in a single writing no later than thirty (30) days after StockholdersSellers’ Representative’s receipt of the Preliminary Adjustment Statement, setting forth in such written the notice StockholdersSellers’ 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 Stockholdersthat Sellers’ Representative claims are required to be made theretoin order to conform to the terms of Section 2.4.1, together with reasonable supporting detail for Sellers’ Representative’s objection or objections and related adjustments. Any item items or amount that is amounts not expressly objected to specifically indicated in such written notice shall delivered to Buyer by Sellers’ Representative will be deemed agreed to have been irrevocably accepted by Sellers’ Representative and finalwill be final and binding on the parties. From the date of delivery of the Preliminary Adjustment Statement and until the end of such thirty (30)-day period, Parent shall Buyer will cause the Surviving Corporation Acquired Companies and their respective officers, employees, agents and representatives to provide reasonable cooperation with the accountants and advisors of Stockholdersthe Seller (including Sellers’ Representative Representative) in the review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall will cause the books and records of the Surviving Corporation Acquired Companies used by the Acquired Companies in the preparation of the Preliminary Adjustment Statement to be made available during normal business hours to such Representativesthese representatives, and shall will cause the necessary personnel of the Surviving Corporation responsible for the preparation of the Preliminary Adjustment Statement Acquired Companies to reasonably assist such Representatives these representatives in their review of the Preliminary Adjustment Statement, including by granting them reasonable access to the applicable books and records of the Acquired Companies, in each case, upon reasonable advance notice. The fees and expenses of any such the accountants and advisors retained by StockholdersSellers’ Representative shall will be paid by StockholdersSellers’ Representative.

Adjustment Statement Review. StockholdersSellers’ Representative, on behalf of all Company StockholdersSellers, shall review the Preliminary Adjustment Statement and the Preliminary Post- Post-Closing Adjustment and, if StockholdersSellers’ Representative believes that either was not prepared in accordance with Section 2.9.1 or is otherwise incorrect2.4.1, StockholdersSellers’ Representative shall so notify Parent Buyer in a single writing no later than thirty the thirtieth (30) days day after StockholdersSellers’ Representative’s Representative receipt of the Preliminary Adjustment Statementthereof, setting forth in such written notice StockholdersSellers’ Representative’s Representative objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity (including with reasonable specificity and the rationale and calculation for each objection and supporting documentation) of the specific changes or adjustments which StockholdersSellers’ Representative claims are required to be made theretothereto in order to conform the same to the terms of Section 2.4.1. Any item or amount notice of objection delivered pursuant to this Section 2.4.2 shall (a) specify in reasonable detail the nature of any disagreement so asserted and (b) contain a commitment by Sellers’ Representative, on behalf of Sellers, to pay all adjustments owed to Buyer, if any, that is are not expressly objected in dispute by wire transfer of immediately available funds within two (2) Business Days of Buyer’s receipt of such notice (“Objection Notice”). Conversely, Buyer agrees to pay Sellers’ Representative, for the benefit of all Sellers, all adjustments owed to Sellers, if any, that are not in such written notice shall be deemed agreed and final. From the date dispute by wire transfer of delivery immediately available funds within two (2) Business Days of Buyer’s receipt of the Preliminary Adjustment Statement and until the end of such thirty (30)-day period, Parent Objection Notice. Buyer shall cause the Surviving Corporation Acquired Companies to provide reasonable cooperation cooperate with the accountants and advisors all representatives of StockholdersSellers (including Sellers’ Representative 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 Acquired Companies to be made available during normal business hours to such Representativesrepresentatives, and shall cause the necessary personnel of the Surviving Corporation responsible for the preparation of the Preliminary Adjustment Statement Acquired Companies to assist provide reasonable cooperation to such Representatives representatives in their review of the Preliminary Adjustment Statement. The fees , including granting such persons access to the facilities and expenses other assets of any such accountants and advisors retained by Stockholders’ Representative shall be paid by Stockholders’ Representativethe Acquired Companies, in each case, upon reasonable advance notice.

Adjustment Statement Review. StockholdersSellers’ Representative, Representative on behalf of all Company Stockholders, Sellers shall review the Preliminary Adjustment Statement and the Preliminary Post- Post-Closing Adjustment and, if StockholdersSellers’ Representative believes that either was not prepared in accordance with Section 2.9.1 or is otherwise incorrect2.4.1, StockholdersSellers’ Representative shall so notify Parent Buyer in a single writing no later than thirty (30) days after StockholdersSellers’ Representative’s receipt of the Preliminary Adjustment Statement, setting forth in such written notice StockholdersSellers’ 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 StockholdersSellers’ Representative claims are required to be made theretothereto in order to conform same to the terms of Section 2.4. 1. 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 Buyer shall cause the Surviving Corporation Company and its officers, employees, agents and representatives to provide reasonable cooperation with the accountants and advisors of StockholdersSellers’ 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 Company used by the Company in the preparation of the Preliminary Adjustment Statement to be made available during normal business hours to such Representativesrepresentatives, and shall cause the necessary personnel of the Surviving Corporation responsible for the preparation of the Preliminary Adjustment Statement Company to assist such Representatives 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 Stockholders’ Representative Seller shall be paid by Stockholders’ RepresentativeSellers.

Adjustment Statement Review. Stockholders’ Representative, on behalf of all Company Stockholders, Seller shall review the Preliminary Adjustment Statement and the Preliminary Post- Post-Closing Adjustment and, if Stockholders’ Representative Seller believes that either was not prepared in accordance with Section 2.9.1 or is otherwise incorrect2.4.1, Stockholders’ Representative Seller shall so notify Parent Buyer in a single writing (an “Notice of Objection”) no later than thirty (30) days after Stockholders’ RepresentativeSeller’s receipt of thereof (the Preliminary Adjustment Statement“Seller Review Period”), setting forth in such written notice Stockholders’ Representativenotice, (i) Seller’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 Seller claims are required to be made thereto. Any thereto in order to conform the same to the terms of Section 2.4.1, and (ii) Seller’s basis for such dispute together with Seller’s calculation of such item or amount that is amount. Items which are not expressly specifically objected to in such written notice the Notice of Objection shall deemed to be deemed agreed irrevocably accepted by Seller and finalmay not be subsequently objected to. From Subject to the date execution by Seller and its outside accountants of delivery of the Preliminary Adjustment Statement and until the end of such thirty (30)-day periodcustomary access letters, Parent Buyer shall cause the Surviving Corporation to provide reasonable cooperation Company and its officers, employees, agents and representatives to, during the Seller Review Period, cooperate with the accountants and advisors all representatives of Stockholders’ Representative 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 Surviving Corporation used Company utilized in the preparation of the Preliminary Adjustment Statement to be made available during normal business hours to such Representativesrepresentatives, and shall cause the reasonably necessary personnel of the Surviving Corporation responsible for the preparation of the Preliminary Adjustment Statement Company to assist such Representatives 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. StockholdersSellers’ Representative, on behalf of Hxxxxx and all Company StockholdersSellers, shall review the Preliminary Adjustment Statement and the Preliminary Post- Post-Closing Adjustment and, if StockholdersSellers’ Representative believes that either was not prepared in accordance with Section 2.9.1 or is otherwise incorrect2.4.1, StockholdersSellers’ Representative shall so notify Parent Buyer in a single writing no later than thirty (30) days after StockholdersSellers’ Representative’s receipt of the Preliminary Adjustment Statement, setting forth in such written notice StockholdersSellers’ 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 StockholdersSellers’ Representative claims are required to be made theretothereto in order to conform same to the terms of Section 2.4. 1. 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 Buyer shall cause the Surviving Corporation Company and its officers, employees, agents and Representatives to provide reasonable cooperation with the accountants and advisors of StockholdersSellers (including Sellers’ Representative 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 Company used by the Company in the preparation of the Preliminary Adjustment Statement to be made available during normal business hours to such Representativesrepresentatives, and shall cause the necessary personnel of the Surviving Corporation responsible for the preparation of the Preliminary Adjustment Statement Company to reasonably assist such Representatives in their review of the Preliminary Adjustment Statement, including by granting such persons reasonable access to the facilities of the Company upon reasonable advance notice. The fees and expenses of any such accountants and advisors retained by StockholdersSellers’ Representative shall be paid by StockholdersSellers’ Representative.