Common use of Examination and Review Clause in Contracts

Examination and Review. Within thirty (30) days following receipt by Sellers of the Post-Closing Statement, Sellers may deliver written notice to the Company of any dispute Sellers may have with respect to the preparation or content of the Post-Closing Statement. Such notice must describe in reasonable detail the disputed items (including Sellers’ calculation of the amount of the disputed item) contained in the Post-Closing Statement and the basis for any such dispute (the “Dispute Notice”). In the event Sellers deliver a Dispute Notice, any items not disputed in such Dispute Notice shall be deemed to have been accepted by Sellers and will be final, conclusive and binding on the parties. If Sellers fail to deliver a Dispute Notice with respect to the Post-Closing Statement within such thirty (30)-day period, such Post-Closing Statement shall be deemed to have been accepted by Sellers and will be final, conclusive and binding on the parties. In the event a Dispute Notice is delivered within the thirty (30)-day review period, the Company and Sellers shall use good faith reasonable efforts to negotiate to resolve such dispute. If the Company and Sellers, notwithstanding such good faith effort, fail to resolve all of the items set forth in the Dispute Notice within thirty (30) days after the delivery by Sellers of such Dispute Notice (or such longer period as may be agreed by the Company and Seller), then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution by the Company and Sellers to an impartial nationally recognized independent accounting firm to be mutually agreed upon (the “Independent Accountant”), who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only. The Company and Sellers shall each direct the Independent Accountant to render a written determination within thirty (30) days of its retention. The Independent Accountant’s determination shall be based solely on the Post-Closing Statement, the Dispute Notice and supporting materials submitted therewith by the Company and Sellers (i.e., not on the basis of an independent review) and on the terms and provisions of this Agreement. The determination of the Independent Accountant shall be binding and conclusive on the parties and not subject to appeal. The Independent Accountant shall only decide the specific items under dispute by the parties and the decision of the Independent Accountant for each Disputed Amount must be within the range of values assigned to each such item in the Post-Closing Statement and the Dispute Notice. The date on which Closing Net Working Capital, Closing Cash, Closing Indebtedness and Unpaid Company Transaction Expenses are finally determined in accordance with this Section 2.2(c) is hereinafter referred to as the “Determination Date.” All fees and expenses of the Independent Accountant shall be allocated by the Independent Accountant and apportioned between Sellers, on the one hand, and the Company, on the other hand, in the same proportion that the aggregate amount of such resolved Disputed Items so submitted to the Independent Accountant that is unsuccessfully disputed by each such party (as finally determined by the Independent Accountant) bears to the total amount of such resolved Disputed Items so submitted.

Examination and Review. Within thirty (30i) days following Upon receipt by Sellers of the Post-Closing Working Capital Statement or the Connecticut Earn-Out Statement, Sellers may deliver the Company Board shall have 30 days (the “Review Period”) to review such Post-Closing Working Capital Statement or the Connecticut Earn-Out Statement. If the Company Board has accepted such Post-Closing Working Capital Statement or the Connecticut Earn-Out Statement in writing or have not given written notice to the Parent setting forth any objection of the Company Board to such Post-Closing Working Capital Statement or the Connecticut Earn-Out Statement, as the case may be (a “Statement of Objections”), on or before the last day of the Review Period, then such Post-Closing Working Capital Statement or the Connecticut Earn-Out Statement, as the case may be, shall be final and binding upon the parties. In the event that the Company Board timely delivers a Statement of Objections, the Parent and the Company Board shall negotiate in good faith to resolve any dispute Sellers may have with respect objection within 30 days following the receipt by the Parent of the Statement of Objections (the “Negotiation Period”). The Statement of Objections shall reasonably explain any objection to the preparation or content of the Post-Closing Statement. Such notice must describe in reasonable detail Working Capital Statement or the disputed Connecticut Earn-Out Statement and the amounts or line items thereof as to which the Company Board disagrees (including Sellers’ collectively, the “Objected Items”) and to the extent then known to the Company Managers shall include the Dollar amount of each such objection and the Company Board’s proposed calculation of each such amount. The Company Board shall provide reasonable supporting documentation for each Objected Item concurrently with the amount delivery of the disputed item) Statement of Objections. Except for Objected Items, the Company Board shall be deemed to have accepted all other amounts contained in the Post-Closing Working Capital Statement or the Connecticut Earn-Out Statement, and all such amounts shall be considered final and binding for all purposes hereunder. If, during the Negotiation Period, the Company Board and the basis for Parent agree in writing upon any such dispute (of the “Dispute Notice”). In Objected Items, the event Sellers deliver a Dispute Notice, any items not disputed in such Dispute Notice amounts so determined shall no longer be deemed considered to have been accepted by Sellers be Objected Items and will be final, conclusive final and binding on the parties. If Sellers fail to deliver a Dispute Notice with respect to the Post-Closing Statement within such thirty (30)-day period, such Post-Closing Statement shall be deemed to have been accepted by Sellers and will be final, conclusive and binding on the parties. In the event a Dispute Notice is delivered within the thirty (30)-day review period, the Company and Sellers shall use good faith reasonable efforts to negotiate to resolve such disputeparties for all purposes hereunder. If the Parent and the Company and Sellers, notwithstanding such good faith effort, fail Board are unable to resolve all reach an agreement in writing on any Objected Item on or before the last day of the items set forth in Negotiation Period, then the Dispute Notice within thirty (30) days after Parent or the delivery by Sellers of Company Board may submit such Dispute Notice (matter to the Accounting Referee, and if so submitted, the Parent and the Company Board shall execute such engagement letter or such longer period other agreements as may be agreed reasonably requested by the Company and Seller), then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution by the Company and Sellers to an impartial nationally recognized independent accounting firm to be mutually agreed upon (the “Independent Accountant”), who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only. The Company and Sellers shall each direct the Independent Accountant to render a written determination within thirty (30) days of its retention. The Independent Accountant’s determination shall be based solely on the Post-Closing Statement, the Dispute Notice and supporting materials submitted therewith by the Company and Sellers (i.e., not on the basis of an independent review) and on the terms and provisions of this Agreement. The determination of the Independent Accountant shall be binding and conclusive on the parties and not subject to appeal. The Independent Accountant shall only decide the specific items under dispute by the parties and the decision of the Independent Accountant for each Disputed Amount must be within the range of values assigned to each such item in the Post-Closing Statement and the Dispute Notice. The date on which Closing Net Working Capital, Closing Cash, Closing Indebtedness and Unpaid Company Transaction Expenses are finally determined in accordance with this Section 2.2(c) is hereinafter referred to as the “Determination DateAccounting Referee.” All fees and expenses of the Independent Accountant shall be allocated by the Independent Accountant and apportioned between Sellers, on the one hand, and the Company, on the other hand, in the same proportion that the aggregate amount of such resolved Disputed Items so submitted to the Independent Accountant that is unsuccessfully disputed by each such party (as finally determined by the Independent Accountant) bears to the total amount of such resolved Disputed Items so submitted.

Examination and Review. Within Following the Closing, each Party shall give the other Party(ies) and any accountants and authorized representatives of such other Party(ies) access, as may be reasonably requested from time to time by such other Party(ies) to the extent reasonably necessary, to the books, records and personnel of the Seller and the Business relating to periods on or prior to the Closing Date for the sole purpose of preparing, reviewing and resolving any disputes relating to the calculation of the Actual Working Capital. If the Seller disagrees with the Buyer’s determination of the Actual Working Capital, the Seller shall, within thirty (30) days following after receipt by Sellers of the Post-Closing Statement, Sellers may deliver written notice to the Company of any dispute Sellers may have with respect to the preparation or content Buyer’s determination of the Post-Closing Statement. Such notice must describe Actual Working Capital, notify the Buyer in writing of such disagreement (in reasonable detail describing the disputed items (including Sellers’ calculation nature of the amount of the disputed item) contained in the Post-Closing Statement disagreement asserted), and the basis for Buyer and the Seller thereafter shall negotiate in good faith to resolve any such dispute (the “Dispute Notice”). In the event Sellers deliver a Dispute Notice, any items not disputed in such Dispute Notice shall be deemed to have been accepted by Sellers and will be final, conclusive and binding on the parties. If Sellers fail to deliver a Dispute Notice with respect to the Post-Closing Statement within such thirty (30)-day period, such Post-Closing Statement shall be deemed to have been accepted by Sellers and will be final, conclusive and binding on the parties. In the event a Dispute Notice is delivered within the thirty (30)-day review period, the Company and Sellers shall use good faith reasonable efforts to negotiate to resolve such disputedisagreements. If the Company Buyer and Sellers, notwithstanding such good faith effort, fail the Seller are unable to resolve all of the items set forth in the Dispute Notice any such disagreements within thirty (30) days after the delivery by Sellers Seller delivers the foregoing notice of such Dispute Notice (or such longer period as may be agreed by disagreement, the Company Buyer and Seller), then the Seller shall submit any amounts remaining in dispute (the “Disputed Amounts”) shall be submitted for resolution by the Company and Sellers to an impartial nationally recognized independent accounting firm to be and mutually agreed upon accounting firm of regional reputation other than the Parent’s, the Seller’s or the Buyer’s accountants (the “Independent AccountantAccounting Firm”)) for resolution within thirty (30) days. Buyer and Seller shall execute, whoif requested by the Independent Accounting Firm, acting a reasonable engagement letter, including customary indemnification provisions in favor of the Independent Accounting Firm. Buyer and Seller shall direct the Independent Accounting Firm to render a determination in writing as experts promptly as practicable and not arbitrators, in any event within 30 days after its retention and the Parties shall resolve cooperate with the Independent Accounting Firm during its engagement and make available the records and workpapers reasonably necessary for its review. The Independent Accounting Firm shall only review the Disputed Amounts onlyand in no event shall the decision of the Independent Accounting Firm provide for a calculation of any Disputed Amount that is less than the lowest value for such Disputed Amount claimed by the Buyer or the Seller, as applicable, or greater than the largest amount for such Disputed Amount claimed by the Buyer or the Seller, as applicable. The Company Independent Accounting Firm shall only consider those items and Sellers amounts in the Disputed Amounts that the Seller and the Buyer identify as being items and amounts that remain in dispute between the Seller and the Buyer. The Independent Accounting Firm’s determination of any disputed item shall each direct be based solely on written materials submitted by the Seller or the Buyer (or by in person telephonic conferences if mutually agreed by the Seller, the Buyer and the Independent Accountant to render Accounting Firm) and not by independent review. The resolution of the Disputed Amounts and the determination of the Actual Working Capital by the Independent Accounting Firm shall be final and binding on the Parties and may be entered as a written final judgment in any court of competent jurisdiction. If the Seller does not notify the Buyer in writing of a disagreement with the Buyer’s determination of the Actual Working Capital within thirty (30) days after the Buyer’s delivery thereof, then the Buyer’s calculations thereof shall be final and binding on the Parties and may be entered as a final judgment in any court of its retentioncompetent jurisdiction. The Independent Accountant’s determination first date upon which the Actual Working Capital has been definitively determined pursuant to this Section 1.6(d) shall be based solely on the Post-Closing Statement, the Dispute Notice and supporting materials submitted therewith by the Company and Sellers (i.e., not on the basis of an independent review) and on the terms and provisions of this Agreement. The determination of the Independent Accountant shall be binding and conclusive on the parties and not subject to appeal. The Independent Accountant shall only decide the specific items under dispute by the parties and the decision of the Independent Accountant for each Disputed Amount must be within the range of values assigned to each such item in the Post-Closing Statement and the Dispute Notice. The date on which Closing Net Working Capital, Closing Cash, Closing Indebtedness and Unpaid Company Transaction Expenses are finally determined in accordance with this Section 2.2(c) is hereinafter referred to herein as the “Determination Date.” All ”. The fees and expenses of the Independent Accountant Accounting Firm shall be allocated borne fifty percent (50%), by the Independent Accountant Seller Parties (jointly and apportioned between Sellersseverally), on the one hand, and fifty percent (50%) by the CompanyBuyer, on the other hand, in the same proportion that the aggregate amount of such resolved Disputed Items so submitted to the Independent Accountant that is unsuccessfully disputed by each such party (as finally determined by the Independent Accountant) bears to the total amount of such resolved Disputed Items so submitted.

Examination and Review. Within thirty Following the Closing, each Party shall give the other Party and any accountants and authorized representatives of such other Party reasonable access during normal business hours, as may be reasonably requested from time to time by such other Party if, and to the extent, reasonably necessary, to the personnel (30) days following receipt by Sellers to the extent involved in the preparation of the Post-Closing Statement, Sellers may deliver written notice ) and to the books and records of the Company and the Business relating to periods on or prior to the Closing Date for the sole purpose of preparing, reviewing and resolving any disputes relating to the calculation of any dispute Sellers may have with respect to the preparation or content of the Post-amounts set forth on the Closing Balance Sheet and Closing Statement. Such notice must describe in reasonable detail The Closing Balance Sheet and the disputed items (including Sellers’ calculation of the amount of the disputed item) contained in the Post-Closing Statement (and the basis for any such dispute (proposed determinations of Closing Payment, NWC Surplus or NWC Deficit, Closing Indebtedness, Transaction Expenses, Closing Cash and Working Capital reflected on the “Dispute Notice”). In the event Sellers deliver a Dispute Notice, any items not disputed in such Dispute Notice shall be deemed to have been accepted by Sellers and Closing Statement) will be final, conclusive and binding on the partiesParties unless Seller notifies Buyer in writing within thirty (30) days (the “Objection Deadline Date”) after receipt of Buyer’s determination of the Closing Payment, NWC Surplus or NWC Deficit, Closing Cash, Working Capital, Closing Indebtedness and Transaction Expenses that Seller disagrees with Buyer’s determination of any such amounts (a “Notice of Disagreement”). If Sellers fail to deliver Seller timely delivers a Dispute Notice with respect to the Post-Closing Statement within of Disagreement, only those matters specified in such thirty (30)-day period, such Post-Closing Statement Notice of Disagreement shall be deemed to have been accepted by Sellers and will be final, conclusive and binding on the parties. In the event a Dispute Notice is delivered within the thirty in dispute (30)-day review periodsuch matters, the Company “Disputed Amounts”) and Sellers all such Disputed Amounts shall use good faith reasonable efforts to negotiate to resolve such dispute. If be based only on (i) mathematical or clerical errors, (ii) that the Company amounts included in or absent from the Closing Statement were not determined in accordance with the definitions of Closing Payment, NWC Surplus or NWC Deficit, Closing Cash, Working Capital, Closing Indebtedness and SellersTransaction Expenses, notwithstanding such good faith effort, fail to resolve all or (iii) the calculation of the items amounts included in the Closing Statement were not determined in accordance with this Agreement. The Notice of Disagreement shall specify what Seller reasonably believes is the correct amount for each Disputed Amount and be accompanied by a reasonably detailed explanation. Any component of the calculations set forth in the Dispute Closing Statement that is not the subject of a timely delivered Notice of Disagreement by Seller shall be final and binding upon Buyer and Seller. If Seller delivers a Notice of Disagreement by the Objection Deadline Date, Buyer and Seller thereafter shall negotiate in good faith to resolve any Disputed Amounts. If Buyer and Seller are unable to resolve all Disputed Amounts within thirty (30) days after Seller delivers the delivery by Sellers of such Dispute Notice (or such longer period as may be agreed by the Company Of Disagreement, Buyer and Seller), then Seller shall submit any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution by the Company and Sellers Amounts to an impartial nationally recognized firm of independent accounting firm certified public accountants other than Seller’s or Buyer’s accountants and reasonably acceptable to be mutually agreed upon Seller and Buyer (the “Independent AccountantAccounting Firm”), who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only. The Company and Sellers shall each direct the Independent Accountant to render a written determination ) for resolution within thirty (30) days following expiration of its retentionthe thirty (30) day negotiation period. Each of Seller and Buyer shall furnish to the Independent Accounting Firm such information and documents as may be requested by the Independent Accounting Firm and may also furnish to the Independent Accounting Firm such other information and documents as such Party deems relevant, in each case with copies being given to the other Party substantially simultaneously. The Independent Accountant’s determination Accounting Firm shall, at its discretion or at the written request of Seller or Buyer, conduct a conference with both of Seller and Buyer concerning the Disputed Items and each of Buyer and Seller shall have the right to present additional documents, materials and other information and to have present its Representatives at such conference. No Party or its Representatives shall be based solely on the Postpermitted to engage in any ex-Closing Statement, the Dispute Notice and supporting materials submitted therewith by the Company and Sellers parte communications (i.e., not on the basis of an independent reviewwhether written or oral) and on the terms and provisions of this Agreement. The determination of with the Independent Accountant shall be binding and conclusive on the parties and not subject to appealAccounting Firm. The Independent Accountant Accounting Firm shall only decide review the specific items under dispute by the parties Disputed Amounts (and shall not investigate any other matter independently) and in no event shall the decision of the Independent Accountant Accounting Firm provide for a calculation of any Disputed Amount that is less than the lowest value for such Disputed Amount claimed by Buyer or Seller, as applicable, or greater than the highest amount for such Disputed Amount claimed by Buyer or Seller, as applicable. The Independent Accounting Firm’s determination will be (i) in writing, (ii) furnished to each of Buyer and Seller within thirty (30) days after Seller’s and Buyer’s respective final calculations of the Disputed Amounts have been submitted to the Independent Accounting Firm, (iii) limited in scope to whether such final calculations of the Disputed Amounts were done in accordance with Section 1.5, the related definitions herein and/or contained mathematical or clerical errors and (iv) accompanied by a reasonably detailed basis for its determination in respect of each Disputed Amount must be within under its review.The resolution of the range of values assigned to each such item in the Post-Closing Statement Disputed Amounts and the Dispute Notice. The date on which determination of the Closing Net Cash, Working Capital, Closing Indebtedness and Transaction Expenses by the Independent Accounting Firm, absent fraud, intentional misconduct (including a deliberately misleading submission by a Party or its Representatives) or manifest error, shall be final and binding on Buyer and Seller and may be entered as a final judgment in any court of competent jurisdiction. The first date upon which the Closing Cash, Working Capital, Closing Indebtedness and Unpaid Company Transaction Expenses are finally has been definitively determined in accordance with pursuant to this Section 2.2(c1.5(c) is hereinafter shall be referred to herein as the “Determination Date.” All ”. The Parties agree that the procedures set forth in this Section 1.5(c) for resolving disputes with respect to the Closing Statement, Closing Payment, NWC Surplus or NWC Deficit, Closing Cash, Working Capital, Closing Indebtedness and Transaction Expenses shall be the sole and exclusive method for resolving any such disputes. The fees and disbursements of the Independent Accounting Firm with respect to a Notice of Disagreement shall be allocated between Buyer and Seller, based upon a fraction, the numerator of which is the portion of the aggregate monetary amount of the Disputed Amounts not awarded to the applicable party and the denominator of which is the aggregate monetary amount of the Disputed Amounts, as determined by the Independent Accounting Firm in its final determination. For example, if Seller objects to the Closing Statement calculations in the net amount of $1,000,000, and the Independent Accounting Firm determines that Seller has a valid claim for $400,000 of the $1,000,000, Seller shall bear 60% of the fees and expenses of the Independent Accountant Accounting Firm and Buyers shall bear 40% of the fees and expenses of the Independent Accounting Firm. Each of the Parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Independent Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Independent Accounting Firm to resolve any such dispute as soon as practicable after the commencement of the Independent Accounting Firm’s engagement. The Independent Accounting Firm shall act as an expert, not as an arbitrator, in resolving such Disputed Amounts; provided that the Independent Accounting Firm shall be allocated by the Independent Accountant and apportioned between Sellers, on the one hand, and the Company, on the other hand, in the same proportion that the aggregate amount of such resolved Disputed Items so submitted entitled to the Independent Accountant that is unsuccessfully disputed by each such party (as finally determined by the Independent Accountant) bears to the total amount immunities of such resolved Disputed Items so submittedan arbitrator.

Examination and Review. Within thirty (30) days following receipt by Sellers of If Seller disputes any matter or item set forth in the Post-Buyer Closing Statement, Sellers may deliver written notice to the Company of any dispute Sellers may have with respect to the preparation or content Seller may, within 30 days after receipt of the Post-Buyer Closing Statement. Such notice must describe in reasonable detail the disputed items (including Sellers’ calculation , provide to Buyer a written statement of the amount of the disputed item) contained in the Post-Closing Statement and the basis for any such dispute disputes (the “Dispute NoticeStatement of Objections”). In If Seller does not deliver the event Sellers deliver a Dispute NoticeStatement of Objections within such 30-day period, any items not disputed or if Seller otherwise accepts and agrees in such Dispute Notice shall be deemed to have been accepted by Sellers and will be writing that the Buyer Closing Statement is final, conclusive and binding on the parties. If Sellers fail to deliver a Dispute Notice with respect to the Post-Closing Statement within such thirty (30)-day period, such Post-Buyer Closing Statement shall be deemed to have been accepted by Sellers Seller. Buyer and will be final, conclusive and binding on the parties. In the event a Dispute Notice is delivered within the thirty (30)-day review period, the Company and Sellers Seller shall use good faith reasonable efforts to negotiate to jointly resolve such disputedisputes within 30 days after Buyer’s receipt of the Statement of Objections, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or judicial review. If Buyer and Seller cannot resolve such disputes to their mutual satisfaction within such 30-day period, Buyer and Seller shall, within the Company and Sellersfollowing ten days, notwithstanding such good faith effort, fail to resolve all of the items set forth in the Dispute Notice within thirty (30) days after the delivery by Sellers of such Dispute Notice (or such longer period as may be agreed by the Company and Seller), then any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution by the Company and Sellers to an impartial nationally recognized independent accounting firm to be mutually agreed upon jointly engage Resolution Economics LLC (the “Independent Accountant”), who, acting as experts ) to review the Buyer Closing Statement together with the Seller’s Statement of Objections and not arbitrators, shall resolve the Disputed Amounts only. The Company and Sellers shall each direct the Independent Accountant to render a written determination within thirty (30) days of its retentionany other relevant documents. The Independent Accountant’s Accountant shall calculate the Final Working Capital, Final Cash, Final Indebtedness and Final Transaction Expenses, using the items included in the Buyer Closing Statement that are not disputed by Buyer and Seller and shall make its own determination shall be based solely on of any item that is disputed by Buyer and Seller, but otherwise in accordance with the Post-Closing Statement, Accounting Principles and the Dispute Notice and supporting materials submitted therewith by the Company and Sellers (i.e., not on the basis of an independent review) and on the terms and provisions of this Agreement; provided, however, that in no event shall any such determination by the Independent Accountant for any disputed item be outside the range of such item set forth in the Buyer Closing Statement and the Statement of Objections. The determination of the Independent Accountant shall be binding accompanied by a certificate of the Independent Accountant that its determination was prepared in accordance with the Accounting Principles and conclusive on the parties and not subject this Agreement with respect to appealsuch dispute. The Independent Accountant shall only decide the specific items under dispute by the parties report its conclusions as to such disputes and the decision its determination of the Independent Accountant for each Disputed Amount must be within the range of values assigned to each such item in the Post-Closing Statement and the Dispute Notice. The date on which Closing Net Final Working Capital, Closing Final Cash, Closing Final Indebtedness and Unpaid Company Final Transaction Expenses are finally determined in accordance with this Section 2.2(c) is hereinafter referred to as the “Determination Date.” All fees and expenses of the Independent Accountant shall be allocated by the Independent Accountant and apportioned between Sellers, on the one handExpenses, and the CompanyPurchase Price thereon pursuant to this Section 2.04 no later than 30 days after it is engaged by Buyer and Seller, which determination shall be conclusive on the other hand, in the same proportion that the aggregate amount of such resolved Disputed Items so submitted all parties to the Independent Accountant that is unsuccessfully disputed by each such party (as finally determined by the Independent Accountant) bears this Agreement and not subject to the total amount of such resolved Disputed Items so submittedfurther dispute or judicial review.

Examination and Review. Within thirty (30) days following After receipt by Sellers of the Post-Closing Working Capital Statement, Sellers may deliver written notice shall have 30 days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Sellers shall have full access to the books and records of the Company and the Subsidiaries, provided, that such access shall be in a manner that does not interfere with the normal business operations of any dispute Buyer, the Company, or the Subsidiaries. On or prior to the last day of the Review Period, Sellers may have with respect object to the preparation or content of the Post-Closing Statement. Such notice must describe Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ objections in reasonable detail the detail, indicating each disputed items (including Sellers’ calculation of the item or amount of the disputed item) contained in the Post-Closing Statement and the basis for any such dispute Sellers’ disagreement therewith (the “Dispute NoticeStatement of Objections”). In the event Sellers deliver a Dispute Notice, any items not disputed in such Dispute Notice shall be deemed to have been accepted by Sellers and will be final, conclusive and binding on the parties. If Sellers fail to deliver a Dispute Notice with respect to the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Statement within such thirty (30)-day periodAdjustment, such Post-as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers. If Sellers and will be finaldeliver the Statement of Objections before the expiration of the Review Period, conclusive and binding on the parties. In the event a Dispute Notice is delivered within the thirty (30)-day review period, the Company Buyer and Sellers shall use negotiate in good faith reasonable efforts to negotiate to resolve such dispute. If objections within 30 days after the Company delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellers, notwithstanding such good faith effort, shall be final and binding. If Sellers and Buyer fail to resolve reach an agreement with respect to all of the items matters set forth in the Dispute Notice within thirty (30) days after Statement of Objections before expiration of the delivery by Sellers of such Dispute Notice (or such longer period as may be agreed by the Company and Seller)Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution by the Company and Sellers to an a mutually agreeable impartial nationally recognized firm of independent accounting firm to be mutually agreed upon certified public accountants (the “Independent Accountant”), ) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only. The Company only and Sellers shall each direct the Independent Accountant make any adjustments to render a written determination within thirty (30) days of its retention. The Independent Accountant’s determination shall be based solely on the Post-Closing Adjustment, as the case may be, and the Closing Working Capital Statement, the Dispute Notice and supporting materials submitted therewith by the Company and Sellers (i.e., not on the basis of an independent review) and on the terms and provisions of this Agreement. The determination of the Independent Accountant parties hereto agree that all adjustments shall be binding and conclusive on the parties and not subject made without regard to appealmateriality. The Independent Accountant shall only decide the specific items under dispute by the parties and the their decision of the Independent Accountant for each Disputed Amount must be within the range of values assigned to each such item in the Post-Closing Working Capital Statement and the Dispute NoticeStatement of Objections, respectively. The date on which Closing Net Working Capital, Closing Cash, Closing Indebtedness and Unpaid Company Transaction Expenses are finally determined in accordance with this Section 2.2(c) is hereinafter referred to as the “Determination Date.” All fees and expenses of the Independent Accountant shall be allocated paid by the Independent Accountant and apportioned between Sellers, on the one hand, and the Companyby Bxxxx, on the other hand, in based upon the same proportion percentage that the amount actually contested but not awarded to Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Sxxxxxx and Buyer. The Independent Accountant shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of such resolved the Disputed Items so submitted Amounts and their adjustments to the Independent Accountant that is unsuccessfully disputed by each such party (as finally determined by Closing Working Capital Statement and/or the Independent Accountant) bears to Post-Closing Adjustment shall be conclusive and binding upon the total amount of such resolved Disputed Items so submittedparties hereto.