Common use of Buyers Review Clause in Contracts

Buyers Review. Upon receipt of the Audited Closing Balance Sheet -------------- and the Closing Adjusted Net Worth Schedule, the Buyer and its independent accountants shall have the right during the succeeding 30-day period to examine the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and all books and records used to prepare the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule. The Sellers shall use commercially reasonable efforts to cause PricewaterhouseCoopers LLP to provide access to the work papers used to prepare, audit and review the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule and supporting their opinion referred to above, and the Sellers shall provide the Buyer with access to the books and records used in, and employees involved with, the preparation of the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule. If the Buyer does not agree that the Closing Adjusted Net Worth has been calculated on the basis set forth in Section 1.2(b), the Buyer shall so notify the Sellers' Representative in writing (such notice, the "Disagreement ------------ Notice") on or before the last day of the 30-day period after delivery to the ------ Buyer of the Audited Closing Balance Sheet and Closing Adjusted Net Worth Schedule, setting forth a specific description of the Buyer's objections and the amount of the adjustment which the Buyer believes should be made to each item of its objection. If the Buyer does not deliver a Disagreement Notice within such 30-day period, the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and the Closing Adjusted Net Worth shall be deemed to have been accepted by Buyer.

Buyers Review. Upon receipt of the Audited Closing -------------- Balance Sheet -------------- and the Closing Adjusted Net Worth Schedule, the Buyer and its independent accountants shall have the right during the succeeding 30-day period to examine the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and all books and records used to prepare the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule. The Sellers shall use commercially reasonable efforts to cause PricewaterhouseCoopers LLP to provide access to the work papers used to prepare, audit and review the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule and supporting their opinion referred to above, and the Sellers shall provide the Buyer with access to the books and records used in, and employees involved with, the preparation of the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule. If the Buyer does not agree that the Closing Adjusted Net Worth has been calculated on the basis set forth in Section 1.2(b), the Buyer shall so notify the Sellers' Representative in writing (such notice, the "Disagreement ------------ Notice") on or before the last day of the 30-day period ------------------- after delivery to the ------ Buyer of the Audited Closing Balance Sheet and Closing Adjusted Net Worth Schedule, setting forth a specific description of the Buyer's objections and the amount of the adjustment which the Buyer believes should be made to each item of its objection. If the Buyer does not deliver a Disagreement Notice within such 30-day period, the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and the Closing Adjusted Net Worth shall be deemed to have been accepted by Buyer.

Buyers Review. Upon receipt of the Audited Closing Balance --- -------------- Sheet -------------- and the Closing Adjusted Net Worth Schedule, the Buyer and its independent accountants shall have the right during the succeeding 30-day period to examine the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and all books and records used to prepare the Balance Sheet, the Audited Closing Balance Sheet and the Closing ---------- /1// Note to draft: This number will change in MES and Grey Fox Agreements. Adjusted Net Worth Schedule. The Sellers shall use commercially reasonable efforts to cause PricewaterhouseCoopers LLP Coopers & Xxxxxxx L.L.P. to provide access to the work papers used to prepare, audit and review the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule and supporting their opinion referred to above, and the Sellers shall provide the Buyer with access to the books and records used in, and employees involved with, the preparation of the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule. If the Buyer does not agree that the Closing Adjusted Net Worth has been calculated on the basis set forth in Section 1.2(b), the Buyer shall so notify the Sellers' Representative Sellers in writing (such notice, the "Disagreement ------------ Notice") on or ------------------- before the last day of the 30-day period after delivery to the ------ Buyer of the Audited Closing Balance Sheet and Closing Adjusted Net Worth Schedule, setting forth a specific description of the Buyer's objections and the amount of the adjustment which the Buyer believes should be made to each item of its objection. If the Buyer does not deliver a Disagreement Notice within such 30-day period, the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and the Closing Adjusted Net Worth shall be deemed to have been accepted by Buyer.

Buyers Review. Upon receipt of the Audited Closing Balance Sheet -------------- and the Closing Adjusted Net Worth Schedule, the Buyer and its independent accountants shall have the right during the succeeding 30-day period to examine the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and all books and records used to prepare the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule. The Sellers Seller shall use its commercially reasonable efforts to cause PricewaterhouseCoopers Ernst & Young LLP to provide access to the work papers used to prepare, audit and review the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule and supporting their opinion referred to above, and the Sellers Seller shall provide the Buyer with access to the books and records used in, and employees involved with, the preparation of the Balance Sheet, the Audited Closing Balance Sheet and the Closing Adjusted Net Worth Schedule. If the Buyer does not agree that the Closing Adjusted Net Worth has been calculated on the basis set forth in Section 1.2(b1.4(b), the Buyer shall so notify the Sellers' Representative Seller in writing (such notice, the "Disagreement ------------ NoticeDISAGREEMENT NOTICE") on or before the last day of the 30-day period after delivery to the ------ Buyer of the Audited Closing Balance Sheet and Closing Adjusted Net Worth Schedule, setting forth a specific description of the Buyer's objections and the amount of the adjustment which the Buyer believes should be made to each item of its objection. If the Buyer does not deliver a Disagreement Notice within such 30-day period, the Audited Closing Balance Sheet, the Closing Adjusted Net Worth Schedule and the Closing Adjusted Net Worth shall be deemed to have been accepted by Buyer.should