Common use of Adjustment Statement Review Clause in Contracts

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 Representative, on behalf of Sellers shall all of the Seller Parties, will review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Sellers’ Representative believes determines that either was not prepared in accordance with Section 2.4.1, Sellers’ Representative shall will 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 the notice Sellers’ Representative’s objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity of and the adjustments which that Sellers’ Representative claims are required to be made thereto in order to conform same to the terms of Section 2.4.1, together with reasonable supporting detail for Sellers’ Representative’s objection or objections and related adjustments. Any items or amounts not specifically indicated in such written notice delivered to Buyer by Sellers’ Representative will be deemed to have been irrevocably accepted by Sellers’ Representative and will be final and binding on the parties. Buyer shall will cause the Company Acquired Companies and its their respective officers, employees, agents and representatives to provide reasonable cooperation with the accountants and advisors of the 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 Company Acquired Companies used by the Company Acquired Companies in the preparation of the Preliminary Adjustment Statement to be made available during normal business hours to such these representatives, and shall will cause the necessary personnel of the Company Acquired Companies to reasonably assist such these representatives in their review of the Preliminary Adjustment Statement, including by granting such persons them reasonable access to the facilities applicable books and records of the CompanyAcquired Companies, in each case, upon reasonable advance notice. The fees and expenses of any such the accountants and advisors retained by Seller shall Sellers’ Representative will be paid by Sellers’ Representative.

Adjustment Statement Review. Sellers’ Representative Representative, on behalf of Sellers all 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 the thirtieth (30) days day after Sellers’ Representative’s Representative receipt of the Preliminary Adjustment Statementthereof, setting forth in such notice Sellers’ Representative’s Representative objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity of 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. Any 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 are not 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 dispute by wire transfer of immediately available funds within two (2) Business Days of Buyer’s receipt of the Objection Notice. Buyer shall cause the Company and its officers, employees, agents and Acquired Companies to cooperate with all representatives to provide reasonable cooperation with the accountants and advisors of Sellers (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 Company used by the Company in the preparation of the Preliminary Adjustment Statement Acquired Companies to be made available during normal business hours to such representatives, and shall cause the necessary personnel of the Company Acquired Companies to assist provide reasonable cooperation to such representatives in their review of the Preliminary Adjustment Statement, including by granting such persons reasonable access to the facilities and other assets of the CompanyAcquired Companies, 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 Representative, on behalf of Sellers Hxxxxx and all 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 Representatives to provide reasonable cooperation with the accountants and advisors of Sellers (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 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 reasonably 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, Company upon reasonable advance notice. The fees and expenses of any such accountants and advisors retained by Seller Sellers’ Representative shall be paid by Sellers’ Representative.