Common use of Disputed Final Adjustment Clause in Contracts

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 Purchaser Buyer of the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction ExpensesClosing Statement, the Sellers’ Representative Seller shall notify Purchaser Buyer 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 Seller and its agents shall be provided with prompt such 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) the Company Group as the Sellers’ Representative Seller may reasonably request to enable it to evaluate the calculations of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses prepared by PurchaserBuyer. If the Sellers’ Representative Seller accepts the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses determined pursuant to Section 2.5(b2.3(b), or if the Sellers’ Representative Seller fails within such thirty (30) day period to notify Purchaser Buyer of any dispute with respect thereto, then the calculation of Actual Working Capital determined pursuant to Section 2.5(b2.3(b) shall be the “Final Working Capital,” the calculation of Actual Cash determined pursuant to Section 2.5(b2.3(b) shall be the “Final Cash,” the calculation of Actual Indebtedness determined pursuant to Section 2.5(b2.3(b) shall be the “Final Indebtedness,” and the calculation of Actual Transaction Expenses determined pursuant to Section 2.5(b2.3(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 2.5respects.

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 Company 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 Company 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 such access (time being of the essence) to the financial books and records of the Purchaser and 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 it may reasonably request to enable it to evaluate the calculations of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Company Transaction Expenses prepared by PurchaserExpenses. If the Sellers’ Representative accepts the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Company Transaction Expenses determined pursuant to Section 2.5(b2.10(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(b2.10(b) shall be the “Final Working Capital,” the calculation of Actual Cash determined pursuant to Section 2.5(b2.10(b) shall be the “Final Cash,” the calculation of Actual Indebtedness determined pursuant to Section 2.5(b2.10(b) shall be the “Final Indebtedness,” and the calculation of Actual Company Transaction Expenses determined pursuant to Section 2.5(b2.10(b) shall be the “Final Company 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 2.5binding.

Disputed Final Adjustment. (i) i. No later than thirty (30) days following the delivery by Purchaser Parent of the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction ExpensesClosing Statement, the Sellers’ Representative shall notify Purchaser Parent in writing whether if it accepts or disputes the accuracy of the calculation of Actual Net Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses. During such thirty (30) day 30)-day period, subject to subparts (ii) Parent and (iii) contained in the second sentence in Section 6.13, Surviving Corporation shall provide the Sellers’ Representative and its agents shall be provided with prompt reasonable access (time being of the essence) during normal business hours and upon reasonable notice to the relevant 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 it may reasonably request to enable it to evaluate the calculations of Actual Net Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses prepared by PurchaserParent. If the Sellers’ Representative accepts the calculation of Actual Net Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses determined pursuant to Section 2.5(b2.12(b), or if the Sellers’ Representative fails within such thirty (30) day 30)-day period to notify Purchaser Parent of any dispute with respect thereto, then the calculation of Actual Net Working Capital determined pursuant to Section 2.5(b2.12(b) shall be the “Final Net 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(b2.12(b) shall be the “Final Indebtedness,” and the calculation of Actual Transaction Expenses determined pursuant to Section 2.5(b2.12(b) shall be the “Final Transaction Expenses,” which, in each case, shall be deemed final and conclusive and binding upon all Parties parties in all respects for purposes of this Section 2.5respects.

Disputed Final Adjustment. (i) No later than thirty forty-five (3045) days following the delivery by Purchaser Parent of the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction ExpensesClosing Statement, the Sellers’ Stockholder Representative shall notify Purchaser Parent in writing whether it accepts or disputes the accuracy of any calculation set forth in the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction ExpensesClosing Statement. During such thirty forty-five (3045) day period, subject to subparts (ii) and (iii) contained in the second sentence in Section 6.13, the Sellers’ Stockholder Representative and its agents shall be provided with prompt access (time being of the essence) reasonable access, during regular business hours and upon reasonable prior notice, to the financial books and records on which the Closing Statement is based and to the employees and agents of the Surviving Company Group as well as any relevant work papers (in each case subject to execution of customary work paper access letters if requested) as and its Affiliates who prepared 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 PurchaserClosing Statement. If the Sellers’ Stockholder Representative accepts the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses determined pursuant to Section 2.5(b)Closing Statement, or if the Sellers’ Stockholder Representative fails within such thirty forty-five (3045) day period to so notify Purchaser Parent of any dispute with respect thereto, then the calculation of Actual Company Cash determined pursuant to Section 1.11(b) shall be the “Final Company Cash,” the calculation of Actual Net Working Capital determined pursuant to Section 2.5(b1.11(b) shall be the “Final Net 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(b1.11(b) shall be the “Final Indebtedness,” and the calculation of Actual Transaction Expenses determined pursuant to Section 2.5(b1.11(b) shall be the “Final Transaction Expenses,” which, in each case, shall be deemed final and conclusive and binding upon all Parties parties in all respects for purposes of this Section 2.5respects.

Disputed Final Adjustment. (i) No later than thirty (30) days following the delivery by Purchaser of both the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness Completion Statement and Actual Transaction Expensesthe reasonable supporting or underlying documentation used in the preparation thereof, the Sellers’ Representative Representatives 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 Representatives and its their agents shall be provided with prompt reasonable access (time being of the essence) during normal business hours and upon reasonable notice to the relevant 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 they may reasonably request to enable it them to evaluate the calculations calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses prepared by Purchaser. If the Sellers’ Representative accepts Representatives accept the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses determined pursuant to Section 2.5(b2.6(b), or if the Sellers’ Representative fails Representatives fail 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(b2.6(b) shall be the “Final Working Capital,” the calculation of Actual Cash determined pursuant to Section 2.5(b2.6(b) shall be the “Final Cash,” the calculation of Actual Indebtedness determined pursuant to Section 2.5(b2.6(b) shall be the “Final Indebtedness,” and the calculation of Actual Transaction Expenses determined pursuant to Section 2.5(b2.6(b) shall be the “Final Transaction Expenses,” which, in each case, shall be deemed final and conclusive and binding upon all Parties parties in all respects for purposes of this Section 2.5respects.

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 such access (time being of the essence) to the financial books and records of Purchaser and the Company Group as well as any relevant work papers (in each case subject provided that the accountants of the Purchaser or Company shall not be obliged to execution of customary make any work paper access letters if requested) as papers available to the Sellers’ Representative except in accordance with customary disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants) as it 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(b2.6(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(b2.6(b) shall be the “Final Indebtedness,” and the calculation of Actual Transaction Expenses determined pursuant to Section 2.5(b2.6(b) shall be the “Final Transaction Expenses,” which, in each case, shall be deemed final and conclusive and binding upon all Parties parties in all respects for purposes of this Section 2.5respects.

Disputed Final Adjustment. (i) No later than thirty (30) days following the delivery by Purchaser Buyer of the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction ExpensesClosing Statement, the Sellers’ Representative Seller shall notify Purchaser Buyer 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 Seller and its agents shall be provided with prompt such 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 it may reasonably request to enable it to evaluate the calculations of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses prepared by PurchaserBuyer. If the Sellers’ Representative Seller accepts the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses determined pursuant to Section 2.5(b2.3(b), or if the Sellers’ Representative Seller fails within such thirty (30) day period to notify Purchaser Buyer of any dispute with respect thereto, then the calculation of Actual Working Capital determined pursuant to Section 2.5(b2.3(b) shall be the “Final Working Capital,” the calculation of Actual Cash determined pursuant to Section 2.5(b2.3(b) shall be the “Final Cash,” the calculation of Actual Indebtedness determined pursuant to Section 2.5(b2.3(b) shall be the “Final Indebtedness,” and the calculation of Actual Transaction Expenses determined pursuant to Section 2.5(b2.3(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 2.5respects.