Disputed Final Adjustment. (i) The Closing Statement shall become final and binding upon the Parties on the thirtieth (30th) day following delivery thereof, unless Sellers deliver written notice to Purchaser prior to such date of its disagreement with preparation or content of the Closing Statement, including any disagreement with any balances or other amounts reflected in the Closing Data Tape (a “Notice of Disagreement”). During such thirty (30)-day period, Sellers and their designated auditor shall be permitted to reasonable access during normal business hours the working papers of Purchaser relating to the Closing Statement and the Closing Data Tape and to Purchaser’s auditor and representatives who prepared the Closing Statement and the Closing Data Tape. A Notice of Disagreement must describe in reasonable detail the items contained in the Closing Statement that Sellers dispute and the basis for any such disputes. During the thirty (30)-day period following the delivery of a Notice of Disagreement, Sellers and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement and seek to agree on a final determination of the Closing Net Funds Employed, the Foreign Cash Amount and the Prepaids Amount. At the end of such thirty (30) day period, if no agreement on the Closing Net Funds Employed, the Foreign Cash Amount and the Prepaids Amount has been reached, Sellers and Purchaser shall engage a nationally recognized independent accounting firm (the “Accounting Firm”) for arbitration of any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The Accounting Firm shall be Xxxxx Xxxxxxxx LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing. As promptly as practicable after the engagement of the Accounting Firm, Sellers shall submit any unresolved elements set forth in the Notice of Disagreement to the Accounting Firm in writing (with a copy to Purchaser), supported by any documents and arguments upon which they rely. As promptly as practicable thereafter, Purchaser shall submit its response to the Accounting Firm (with a copy to Sellers) supported by any documents and arguments upon which it relies. The Parties shall instruct the Accounting Firm to render its reasoned written decision with respect to each disagreement asserted in a...
Disputed Final Adjustment. (i) No later than thirty (30) days following the delivery by Purchaser of the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses, the Sellers’ Representative shall notify Purchaser in writing whether it accepts or disputes the accuracy of the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses. During such thirty (30) day period, subject to subparts (ii) and (iii) contained in the second sentence in Section 6.13, the Sellers’ Representative and its agents shall be provided with prompt access (time being of the essence) to the financial books and records of the Company Group as well as any relevant work papers (in each case subject to execution of customary work paper access letters if requested) as the Sellers’ Representative may reasonably request to enable it to evaluate the calculations of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses prepared by Purchaser. If the Sellers’ Representative accepts the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses determined pursuant to Section 2.5(b), or if the Sellers’ Representative fails within such thirty (30) day period to notify Purchaser of any dispute with respect thereto, then the calculation of Actual Working Capital determined pursuant to Section 2.5(b) shall be the “Final Working Capital,” the calculation of Actual Cash determined pursuant to Section 2.5(b) shall be the “Final Cash,” the calculation of Actual Indebtedness determined pursuant to Section 2.5(b) shall be the “Final Indebtedness,” the calculation of Actual Transaction Expenses determined pursuant to Section 2.5(b) shall be the “Final Transaction Expenses,” which, in each case, shall be deemed final and conclusive and binding upon all Parties in all respects for purposes of this Section 2.5.
Disputed Final Adjustment. (i) No later than thirty (30) days following the delivery by Parent of the calculation of Actual Working Capital and Actual Cash, Sellers’ Representative shall notify Parent in writing whether it accepts or disputes the accuracy of the calculation of Actual Working Capital and Actual Cash. During such thirty (30) day period, the Sellers’ Representative and its agents shall be provided with such access (including electronic access, to the extent available) to the financial books and records of the Company and the personnel or representatives of the Company and Parent, including but not limited to the individuals responsible for preparing the calculation of the Actual Working Capital and Actual Cash, as it may reasonably request to enable it to evaluate the calculations of Actual Working Capital and Actual Cash prepared by Parent. If the Sellers’ Representative accepts the calculation of Actual Working Capital and Actual Cash determined pursuant to Section 2.11(b), or if the Sellers’ Representative fails within such thirty (30) day period to notify Parent of any dispute with respect thereto, then the calculation of Actual Working Capital determined pursuant to Section 2.11(b), shall be the “Final Working Capital” and the calculation of Actual Cash determined pursuant to Section 2.11(b), shall be the “Final Cash” which, in each case, shall deemed final and conclusive and binding upon all parties in all respects.
Disputed Final Adjustment. (i) No later than forty-five (45) days following the delivery by Acquirer of the calculation of Actual Working Capital, Actual Cash and Actual Excess Cash Amount, Actual Company Indebtedness and/or Actual Company Transaction Expenses, the Stockholders’ Agent shall notify Acquirer in writing whether it accepts or disputes the accuracy of the calculation of Actual Working Capital, Actual Cash and Actual Excess Cash Amount, Actual Company Transaction Expenses and/or Actual Company Indebtedness. During such forty-five (45) day period, the Stockholders’ Agent and its advisors (including, without limitation, its independent accounting firm) shall be provided with such access to the financial books and records (subject to the execution of customary work paper access letters) and personnel of the Company, its Subsidiary and Acquirer as it may reasonably request to enable it to evaluate the calculations of Actual Working Capital, Actual Cash and Actual Excess Cash Amount, Actual Company Transaction Expenses and Actual Company Indebtedness prepared by Acquirer. If the Stockholders’ Agent accepts the calculation of Actual Working Capital, Actual Cash and Actual Excess Cash Amount, Actual Company Transaction Expenses and/or Actual Company Indebtedness determined pursuant to Section 1.17(b), or if the Stockholders’ Agent fails within such forty-five (45) day period to notify Acquirer of any dispute with respect thereto, then the calculation of Actual Working Capital determined pursuant to Section 1.17(b) shall be the “Final Working Capital,” the calculation of Actual Cash and Actual Excess Cash Amount determined pursuant to Section 1.17(b) shall be the “Final Cash” and “
Disputed Final Adjustment. (i) No later than five (5) Business Days following the delivery of the calculation of Actual Line-Fill Amount and the Actual In-Process Amount, each of Sunoco and NewCo shall notify the other in writing whether such Party accepts or disputes the accuracy of the calculation of the Actual Line-Fill Amount or the Actual In-Process Amount (or both). If Sunoco and NewCo each accept the calculation of the Actual Line-Fill Amount and/or the Actual In-Process Amount determined pursuant to Section 2.9(b), or if Sunoco and NewCo both fail within such five (5) Business Day period to notify the other of any dispute with respect thereto, then the calculation of Line-Fill Amount and/or the Actual In-Process Amount determined pursuant to Section 2.9(b), shall be the “Final Line-Fill Amount” and/or the “Final In-Process Amount,” respectively, which, shall be deemed final and conclusive and binding upon all Parties in all respects.
Disputed Final Adjustment. (i)No later than thirty (30) days following the delivery by Purchaser of the Adjustment Statement, the Stockholders’ Representative shall notify Purchaser in writing whether it accepts or disputes the accuracy of the calculation of any the Net Working Capital, Excess Cash or Indebtedness set forth therein. During such thirty (30) day period, the Stockholders’ Representative shall be provided (subject to executing a confidentiality agreement) with access to the financial books and records of the Company Group used in preparing the Adjustment Statement to the extent reasonably necessary to enable it to evaluate the Adjustment Statement; provided, that such access shall be in a manner that does not interfere with the normal business operations of Purchaser or the Company and upon reasonable advance written notice. If the Stockholders’ Representative accepts the calculation set forth in the Adjustment Statement, or if the Stockholders’ Representative fails within such thirty (30) day period to notify Purchaser of any dispute with respect thereto, then the calculation of Merger Consideration determined in the Adjustment Statement shall be deemed final, conclusive and binding on the parties.
Disputed Final Adjustment. (i) No later than thirty (30) days following the delivery by Parent of the Proposed Purchase Price Calculations, the Company Stockholders’ Representative shall notify Parent in writing whether it accepts or disputes the accuracy of the Proposed Purchase Price Calculations. During such thirty (30) day period, the Company Stockholders’ Representative and its agents shall be provided with such access to the financial books and records of Parent and the Company as well as any relevant work papers, employees and accountants of Parent and the Surviving Corporation used in or who have information used in calculating the amounts set forth in the Proposed Purchase Price Calculations, in each case, as the Company Stockholders’ Representative may reasonably request to enable it to evaluate the Proposed Purchase Price Calculations. If the Company Stockholders’ Representative accepts the Proposed Purchase Price Calculations determined pursuant to Section 2.5(b), or if the Company Stockholders’ Representative fails within such thirty (30) day period to notify Parent of any dispute with respect thereto, then the Proposed Purchase Price Calculations as a result thereof shall be deemed final, conclusive and binding on the Equity Holders and the Company Stockholder Representative for all purposes hereunder (including for purposes of determining the True-up Amount).
Disputed Final Adjustment. (i) Within 45 days following the delivery by the Buyer of the Closing Schedule, the Seller may notify the Buyer in writing (a “Dispute Notice”) whether it disputes the accuracy of the Closing Schedule and the calculations set forth thereon. Any Dispute Notice shall set forth in reasonable detail those items in the Closing Schedule that the Seller disputes and the Seller’s proposed calculation of the disputed items in the Closing Schedule. If the Seller does not deliver a Dispute Notice within such 45-day period, then the calculations of Closing Cash, Closing Working Capital and Closing Indebtedness contained in the Closing Schedule shall be deemed to be accepted by the Seller as final and shall be deemed conclusive and binding on the Buyer and the Seller; provided, however, that, in the event that the Seller or its representatives reasonably request prior to the end of such 45-day period that the Buyer or the Company provide or make available to the Seller or its representatives any papers or documents reasonably related to the Closing Schedule and the calculations set forth thereon within three Business Days after the request therefor, such 45-day period shall be extended by one day for each additional day required for the Buyer or the Company to fully respond to such request; provided further that the Seller shall not be permitted to make more than three such requests.
Disputed Final Adjustment. (i) No later than thirty (30) days following the delivery by Purchaser of the calculation of Actual Working Capital, Actual Cash and Actual Indebtedness, the Sellers’ Representative shall notify Purchaser in writing whether it accepts or disputes the accuracy of the calculation of Actual Working Capital, Actual Cash and Actual Indebtedness. During such thirty (30) day period, the Sellers’ Representative and its agents shall be provided with such access to the financial books and records of Purchaser and the Company Group as well as any relevant work papers as it may reasonably request to enable it to evaluate the Actual Working Capital, Actual Cash and Actual
Disputed Final Adjustment. (i) Within forty-five (45) days after delivery of the Post-Closing Financial Statement, the Stockholder Representative may deliver written notice (a “Protest Notice”) to Buyer of any objections that the Stockholder Representative may have with respect to the accuracy of any individual items in the Post-Closing Financial Statement, setting forth in reasonable detail the basis of such objection(s) together with the amount(s) in dispute. Any amount not disputed in a Protest Notice shall be final, conclusive and binding on the Parties. During such period, upon reasonable request of the Stockholder Representative, Buyer shall reasonably cooperate with the Stockholder Representative in its review of the calculations set forth in the Post-Closing Financial Statement, including by using commercially reasonable efforts to provide to the Stockholder Representative and its representatives reasonable access to all books, records and accountants’ working papers (after the Stockholder Representative has signed and delivered customary agreements required by such accountants) of the Company directly relevant to evaluating the calculations set forth in the Post-Closing Financial Statement, subject to applicable legal privileges and confidentiality obligations.
