Common use of Notice of Disagreement Clause in Contracts

Notice of Disagreement. During the thirty (30) day period following delivery of the Post-Closing Statement to the Securityholder Representative (the “Notice Period”), Parent shall, and shall cause its Representatives to, use commercially reasonable efforts to cooperate with the Securityholder Representative and its Representatives to provide them with information used in preparing the Proposed Final Closing Balance Sheet and the Post-Closing Statement reasonably requested by the Securityholder Representative and its Representatives including, upon reasonable advance notice, reasonable access (including remote access) during normal business hours to relevant personnel and records of Parent and the Final Surviving Entity to the extent necessary to review the matters and information used to prepare the Proposed Final Closing Balance Sheet and the Post-Closing Statement, all in a manner not to unreasonably interfere with the business of Parent and the Final Surviving Entity in any material respect. The Proposed Final Closing Balance Sheet, the Post-Closing Statement, the Adjustable Amounts and the resulting Closing Cash Consideration shall become final and binding at the end of the Notice Period, unless prior to the end of such period, the Securityholder Representative delivers to Parent written notice of its disagreement (a “Notice of Disagreement”). The Notice of Disagreement shall describe in reasonable detail the nature of any disagreements the Securityholder Representative may have with the calculations set forth in the Proposed Final Closing Balance Sheet and the Post-Closing Statement and shall identify the specific items as to which the Securityholder Representative disagrees. The Securityholder Representative shall be deemed to have agreed with all items and amounts in the Proposed Final Closing Balance Sheet and the Post-Closing Statement not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review under this Section 2.08.

Notice of Disagreement. During the thirty (30) day 15 Business Day period following delivery the Sellers’ Representative’s receipt of the Post-Closing Statement to Balance Sheet, the Securityholder Representative (Closing A/R Schedule and the “Notice Period”), Parent shallAdjustments Statement, and thereafter until such items are finalized, the Buyer and the Company shall cause its Representatives to, use their commercially reasonable efforts to provide the Sellers’ Representative and its Representatives with access to the working papers of the Buyer, the Company and the Subsidiary and their respective Representatives relating to the Closing Balance Sheet, the Closing A/R Schedule and the Adjustments Statement, and the Buyer shall cooperate with the Securityholder Sellers’ Representative and its Representatives to provide them with any other information used in preparing the Proposed Final Closing Balance Sheet Sheet, the Closing A/R Schedule and the Post-Closing Adjustments Statement reasonably requested by the Securityholder Sellers’ Representative and or its Representatives including, upon reasonable advance notice, reasonable access (including remote access) during normal business hours to relevant personnel and records of Parent and the Final Surviving Entity to the extent necessary to review the matters and information used to prepare the Proposed Final Closing Balance Sheet and the Post-Closing Statement, all in a manner not to unreasonably interfere with the business of Parent and the Final Surviving Entity in any material respectRepresentatives. The Proposed Final Closing Balance Sheet, the Post-Closing Statement, the Adjustable Amounts A/R Schedule and the resulting Closing Cash Consideration Adjustments Statement shall become final and binding at on the end of the Notice Period15th Business Day following delivery thereof, unless prior to the end of such period, the Securityholder Sellers’ Representative delivers to Parent the Buyer written notice of its disagreement (a “Notice of Disagreement”)) specifying the nature and amount of any disputed item. The Notice of Disagreement shall describe in reasonable detail the nature of any disagreements the Securityholder Representative may have with the calculations set forth in the Proposed Final Closing Balance Sheet and the Post-Closing Statement and shall identify the specific items as to which the Securityholder Representative disagrees. The Securityholder Sellers’ Representative shall be deemed to have agreed with all items and amounts in the Proposed Final Closing Balance Sheet Sheet, the Closing A/R Schedule and the Post-Closing Adjustments Statement not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review under in accordance with Section 2.3(e) or otherwise. Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts reflected on the Closing Balance Sheet not being calculated in accordance with this Section 2.082.3.

Notice of Disagreement. During the thirty (30) day period following delivery of the Post-The Closing Statement to the Securityholder Representative (the “Notice Period”), Parent shall, and shall cause its Representatives to, use commercially reasonable efforts to cooperate with the Securityholder Representative and its Representatives to provide them with information used in preparing the Proposed Final Closing Date Balance Sheet and the Post-Closing Statement reasonably requested by Company's calculation of the Securityholder Representative and its Representatives including, upon reasonable advance notice, reasonable access (including remote access) during normal business hours to relevant personnel and records of Parent and the Final Surviving Entity to the extent necessary to review the matters and information used to prepare the Proposed Final Closing Balance Sheet and the Post-Closing Statement, all in a manner not to unreasonably interfere with the business of Parent and the Final Surviving Entity in any material respect. The Proposed Final Closing Balance Sheet, the Post-Closing Statement, the Adjustable Amounts and the resulting Closing Cash Consideration Purchase Price Adjustment shall become final and binding at upon the end Purchaser unless the Purchaser delivers a written notice of disagreement in respect of the Closing Date Balance Sheet or the Purchase Price Adjustment (a "Notice Period, unless of Disagreement") to the Company prior to the end fifteenth Business Day following the receipt by Purchaser of such period, the Securityholder Representative delivers to Parent written notice of its disagreement (a “Notice of Disagreement”)Closing Date Balance Sheet and the Purchase Price Adjustment. The A Notice of Disagreement shall describe specify in reasonable detail the nature of any disagreements disagreement so asserted in respect of the Securityholder Representative Closing Date Balance Sheet or the Purchase Price Adjustment. During a period of ten (10) days following the receipt by the Company of a Notice of Disagreement, if any, from the Purchaser, the parties in good faith shall attempt to resolve any differences they may have with respect to the calculations set forth in the Proposed Final Closing Balance Sheet and the Post-Closing Statement and shall identify the specific items as to which the Securityholder Representative disagrees. The Securityholder Representative shall be deemed to have agreed with all items and amounts in the Proposed Final Closing Balance Sheet and the Post-Closing Statement not specifically referenced matters specified in the Notice of Disagreement. If at the end of the aforesaid 10-day period, the parties have reached agreement with respect to all matters covered by a Notice of Disagreement, the Closing Date Balance Sheet or the Purchase Price Adjustment shall be adjusted to reflect such written agreement and shall become final and binding upon the Company, the Subsidiary and the Purchaser. If at the end of the aforesaid 10-day period, the parties shall have failed to reach written agreement with respect to all matters covered by a Notice of Disagreement, then all such items matters as to which written agreement has ` not been reached (the "Disputed Matters") may be submitted, by either the Purchaser, on the one hand, or the Company and amounts the Subsidiary, on the other hand, to and reviewed by an arbitrator (the "Arbitrator") which shall be a national accounting firm jointly selected by the Purchaser and the Company and not be subject used by any party during the three-year period prior to review under the date of this Section 2.08Agreement.

Notice of Disagreement. During the thirty (30) day 15 Business Day period following delivery the Seller’s receipt of the Post-Closing Statement to Balance Sheet, the Securityholder Representative (Closing A/R Schedule and the “Notice Period”), Parent shallAdjustments Statement, and thereafter until such items are finalized, the Buyer and the Company shall cause its Representatives to, use their commercially reasonable efforts to provide the Seller and its Representatives with access to the working papers of the Buyer and the Company and their respective Representatives relating to the Closing Balance Sheet, the Closing A/R Schedule and the Adjustments Statement, and the Buyer shall cooperate with the Securityholder Representative Seller and its Representatives to provide them with any other information used in preparing the Proposed Final Closing Balance Sheet Sheet, the Closing A/R Schedule and the Post-Closing Adjustments Statement reasonably requested by the Securityholder Representative and Seller or its Representatives including, upon reasonable advance notice, reasonable access (including remote access) during normal business hours to relevant personnel and records of Parent and the Final Surviving Entity to the extent necessary to review the matters and information used to prepare the Proposed Final Closing Balance Sheet and the Post-Closing Statement, all in a manner not to unreasonably interfere with the business of Parent and the Final Surviving Entity in any material respectRepresentatives. The Proposed Final Closing Balance Sheet, the Post-Closing Statement, the Adjustable Amounts A/R Schedule and the resulting Closing Cash Consideration Adjustments Statement shall become final and binding at on the end of the Notice Period15th Business Day following delivery thereof, unless prior to the end of such period, the Securityholder Representative Seller delivers to Parent the Buyer written notice of its disagreement (a “Notice of Disagreement”)) specifying the nature and amount of any disputed item. The Notice of Disagreement shall describe in reasonable detail the nature of any disagreements the Securityholder Representative may have with the calculations set forth in the Proposed Final Closing Balance Sheet and the Post-Closing Statement and shall identify the specific items as to which the Securityholder Representative disagrees. The Securityholder Representative Seller shall be deemed to have agreed with all items and amounts in the Proposed Final Closing Balance Sheet Sheet, the Closing A/R Schedule and the Post-Closing Adjustments Statement not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review under in accordance with Section 2.3(e) or otherwise. Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts reflected on the Closing Balance Sheet not being calculated in accordance with this Section 2.082.3.

Notice of Disagreement. During the thirty (30) day period following delivery of the Post-Closing Statement to the Securityholder Representative (the “Notice Period”), Parent shall, and shall cause its Representatives to, use commercially reasonable efforts to cooperate with the Securityholder Representative and its Representatives to provide them with information used in preparing the Proposed Final Closing Balance Sheet and the Post-Closing Statement reasonably requested by the Securityholder Representative and its Representatives including, upon reasonable advance notice, reasonable access (including remote access) during normal business hours to relevant personnel and records of Parent and the Final Surviving Entity to the extent necessary to review the matters and information used to prepare the Proposed Final Closing Balance Sheet and the Post-Closing Statement, all in a manner not to unreasonably interfere with the business of Parent and the Final Surviving Entity in any material respect. The Proposed Final Closing Balance Sheet, the Post-Closing Statement, the Adjustable Amounts and the resulting Closing Cash Consideration shall become final and binding at the end of the Notice Period, unless prior to the end of such period, the Securityholder Representative delivers to Parent written notice of its disagreement (a “Notice of Disagreement”). The Notice of Disagreement shall describe in reasonable detail the nature of any disagreements the Securityholder Representative may have with the calculations set forth in the Proposed Final Closing Balance Sheet and the Post-Closing Statement and shall identify the specific items as to which the Securityholder Representative disagrees. The Securityholder Representative shall be deemed to have agreed with all items and amounts in the Proposed Final Closing Balance Sheet and the Post-Closing Statement not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review under this Section 2.08.