Review by Sellers Sample Clauses

Review by Sellers. Following receipt of the Auditors’ Report, Sellers will be afforded a period of thirty (30) days to review the Closing Balance Sheet, audit working papers, and the Auditors’ Report on the Closing Financial Statements. At or before the end of that period, Sellers will either (i) accept the Auditors’ Report in its entirety, in which case the Closing Assets and the Closing Liabilities will be deemed to be as set forth on the Auditors’ Report, or (ii) deliver to the Purchaser and the Auditors written notice and a detailed written explanation of those items in the Auditors’ Report or Closing Balance Sheet which Sellers dispute, in which case the net book value of the Closing Assets and the book amount of the Closing Liabilities not affected by the disputed items will be deemed to be as set forth on the Auditors’ Report and the items identified by Sellers shall be deemed to be in dispute. Within a further period of thirty (30) days from the end of the aforementioned review period, the Parties will attempt to resolve in good faith any disputed items. Failing such resolution, the unresolved disputed items will be referred for final binding resolution to a second internationally-recognized firm of certified public accountants mutually acceptable to the Purchaser and Sellers. The identity of this second accountant shall be immediately notified by both Parties to the Escrow Agent upon appointment. The net book value of Closing Assets and book amount of Closing Liabilities affected by such unresolved disputed items (if any) will be deemed to be as determined by such second firm in accordance with the accounting principles described in this clause 4.3(c) within thirty (30) days of such reference. The decision of such second firm will not be appealable by the Purchaser or Sellers. The fees of the second firm of certified public accountants will be shared equally between Purchaser and Sellers.

Review by Sellers. The Sellers must complete their examination and review of the draft ROW Completion Accounts within 20 Business Days after receipt of them (ROW Review Period) and deliver to the Buyer the report contemplated by clause 3.2 of this Schedule 7 by the end of the ROW Review Period.

Review by Sellers. 8.2.1 To the extent Sellers believe that the Effective Date Adjustment Statement has not been prepared in accordance with this Agreement, Sellers may, collectively and by notice made by Xxxxxxxx Holding, raise objections to the Effective Date Adjustment Statement within thirty (30) calendar days after receipt of the Effective Date Adjustment Statement by providing Purchaser with a statement of objections specifying the relevant positions, the reasons for each objection and the amounts in dispute in detail. 8.2.2 If and to the extent Sellers do not raise any objections in accordance with Section 8.2.1, Sellers shall be deemed to have agreed to the positions set forth in the Effective Date Adjustment Statement which shall become final and binding on such positions upon the expiry of the time period set forth in Section 8.2.1.

Review by Sellers. If Sellers object to Purchaser’s calculations set forth in the Post-Closing Statement, then Sellers shall notify Purchaser in writing of such objection within twenty (20) days following its receipt of the Post-Closing Statement. If, for any reason, Sellers fail to give Purchaser notice of any such objection within such 20-day period, then, for purposes of this Section 2.5, Purchaser’s calculations set forth in the Post-Closing Statement shall be conclusive and binding upon the parties. If Sellers notify Purchaser in writing of such an objection within such 20-day period, then Purchaser and Sellers shall, for a period not to exceed thirty (30) days (unless otherwise agreed in writing by the parties) after the date upon which Purchaser receives Sellers’ objection notice (such period of time being hereinafter referred to as the “Dispute Period”), work together diligently and in good faith to resolve any and all such objections. If, at or before the end of the Dispute Period, Sellers and Purchaser resolve their disputes regarding the calculations set forth in the Post-Closing Statement, then the calculation as so agreed to by Sellers and Purchaser shall be conclusive and binding upon the parties. If, at the end of the Dispute Period, Sellers and Purchaser have not resolved their disputes regarding the calculations set forth in the Post-Closing Statement, then such disputes shall, within five (5) Business Days after the expiration of the Dispute Period, be submitted to arbitration pursuant to the procedure set forth in Section 10.2. The arbitrator shall only have the authority to resolve matters expressly submitted to it for resolution.