Common use of Objection to Preliminary Closing Balance Sheet Clause in Contracts

Objection to Preliminary Closing Balance Sheet. In the event that, within sixty (60) days after delivery by one Party (the “Preparing Party”) to the other Party (the “Receiving Party”) of the Preparing Party’s Preliminary Closing Balance Sheet, such Receiving Party determines that the Preliminary Closing Balance Sheet received by it has not been prepared on a basis consistent with the requirements of Section 1.6(b), the Receiving Party shall have the right, within such sixty (60)-day period, to deliver a written objection (an “Objection”) to the Preparing Party, setting forth, in reasonable detail, the basis of the Objection and the adjustments which the Receiving Party believes should be made to such Preliminary Closing Balance Sheet, and the Receiving Party shall be deemed to have accepted any items not specifically disputed in the Objection; provided, that, within a period of thirty (30) days following a Preparing Party’s receipt of an Objection, the Preparing Party (in its capacity as the Receiving Party) shall have the right to deliver to the Receiving Party (in its capacity as the Preparing Party) a new or additional Objection, as the case may be, to the Receiving Party’s Preliminary Closing Balance Sheet that is based on similar arguments and is of the same type as the Receiving Party’s Objection to the Preparing Party’s Preliminary Closing Balance Sheet. The Parties shall then have sixty (60) days following the date the Preparing Party receives any Objection and the date the Receiving Party (in its capacity as the Preparing Party) receives an Objection from the Preparing Party (in its capacity as the Receiving Party), to review and respond to and resolve the Objection(s). If the Parties do not resolve all of their disagreements within the applicable sixty (60)-day period following delivery and receipt of the Objection(s), they shall refer their remaining differences to an internationally recognized firm of independent public accountants (the “Accounting Firm”), selected in accordance with Section 1.6(g), who shall, acting as experts in accounting and not as arbitrators, determine on a basis consistent with the requirements of Section 1.6(b), and only with respect to the specific remaining accounting-related differences set forth in the applicable Objection and so submitted to the Accounting Firm, whether and to what extent, if any, any relevant Preliminary Closing Balance Sheet requires adjustment in order to comply with the provisions of Section 1.6(b). In the event that Objections are pending with respect to both Preliminary Closing Balance Sheets, the Parties shall submit all such Objections to the Accounting Firm to be considered and resolved at the same time. The Parties shall request the Accounting Firm to use its best efforts to render its determination within sixty (60) days of its engagement. The Accounting Firm’s determination shall be conclusive and binding upon the Parties. The Parties shall, and shall cause MUMSS and MSMS to, make reasonably available to the Accounting Firm and to each other all relevant books and records, any work papers (including those of the Parties’ respective accountants) and supporting documentation relating to the Preliminary Closing Balance Sheets and all other items reasonably requested by the Accounting Firm or the other Party in connection herewith.