Review of Closing Balance Sheet. The Stockholders’ Representatives, upon receipt of the Closing Balance Sheet, shall (a) review the Closing Balance Sheet and (b) to the extent he may deem necessary, make reasonable inquiry of C-CUBED, Federal and its accountants (if any are used), relating to the preparation of the Closing Balance Sheet. The Stockholders’ Representatives and their employees and advisors shall have full access upon prior written notice and during normal business hours to the books, papers and records of C-CUBED and its accountants (if any are used), relating to the preparation of the Closing Balance Sheet in connection with such inquiry and the preparation of the Objection thereto. The Closing Balance Sheet shall be binding and conclusive upon, and deemed accepted by, the Stockholders’ Representatives on behalf of the Stockholders unless the Stockholders’ Representatives shall have notified Federal in writing of any objections thereto (the “Objection”) within 30 days after receipt of the Closing Balance Sheet.
Review of Closing Balance Sheet. Acquisition Sub, upon receipt of the Closing Balance Sheet, shall (a) review the Closing Balance Sheet and (b) to the extent Acquisition Sub may deem necessary, make reasonable inquiry of Arrow and its accountants, relating to the preparation of the Closing Balance Sheet. Acquisition Sub and its employees and advisors shall have full access upon prior written notice and during normal business hours to the books, papers and records of Arrow and its accountants (if any are used), relating to the preparation of the Closing Balance Sheet in connection with such inquiry and the preparation of any objections thereto (“Objections”). The Closing Balance Sheet shall be binding and conclusive upon, and deemed accepted by, Acquisition Sub unless Acquisition Sub shall have notified Arrow in writing of any Objections thereto within 30 days after receipt of the Closing Balance Sheet. Acquisition Sub shall make the Dagger Employees and books and records of the Business available to Arrow as necessary for Arrow to prepare the Closing Balance Sheet.
Review of Closing Balance Sheet. Purchaser shall have the right to review the Closing Balance Sheet and Seller shall provide Purchaser with access to the work papers used in connection with the preparation of the Closing Balance Sheet. If Purchaser does not notify Seller to the contrary within thirty (30) days after the date the Closing Balance Sheet is delivered to Purchaser, then the Closing Balance Sheet delivered by Seller shall be deemed to be final, conclusive and binding on the parties. If, however, Purchaser notifies Seller in writing within such period that it (i) believes the Closing Balance Sheet (a) was not prepared in accordance with the principles set forth in SCHEDULE 7.3, or (b) was not prepared on a basis consistent with the Reference Balance Sheet or (ii) that it has an objection to the information contained on the Closing Balance Sheet other than that which applies to the principles used in preparing the Closing Balance Sheet, as set forth in SCHEDULE 7.3, and (iii) the amount of the adjustment it proposes with respect to each item, the parties will then attempt to resolve their differences with respect thereto. If the parties are unable to resolve their dispute, the disputed items shall be referred, within 120 days after the date the Closing Balance Sheet is delivered to Purchaser, to Deloitte & Touche LLP, certified public accountants (the "Firm") (or if such firm is unable or unwilling to serve, to another "Big Six" accounting firm selected by the parties by mutual agreement. The Closing Balance Sheet was prepared (i) in accordance with the principles set forth in SCHEDULE 7.3, and (ii) on a basis consistent with the Reference Balance Sheet. To the extent Purchaser has identified an objection which does not fall within either of these two preceding categories, the Firm shall give its determination on the objection, provided that such determination cannot be inconsistent with the principles set forth in SCHEDULE 7.3 The decision shall be final, conclusive and binding on the parties hereto. The fees and expenses of the Firm shall be split equally between Seller and Purchaser.
Review of Closing Balance Sheet. In the event that, within ninety (90) calendar days of the Closing, the parties are unable to agree on the Closing Balance Sheet, they shall each submit (a) the items with respect to which they disagree and (b) the amount each proposes with respect to each item, to Deloitte & Touche L.L.P., certified public accountants, or if such firm is unable or unwilling to serve, to another "Big Five" accounting firm selected by the firm declining to serve; provided such selected firm is not the regular independent auditor of Seller or Purchaser (the "Firm"). The Firm shall be asked to determine only the amount of the disputed items in accordance with Seller's Accounting Principles and on a basis consistent with the Reference Balance Sheet and report to Seller and Purchaser upon such remaining disputed items within thirty (30) days after such referral. The decision of the Firm shall be final, conclusive and binding on the parties hereto. The fees and expenses of the Firm shall be shared by the parties.
Review of Closing Balance Sheet. Within 30 calendar days after the date of delivery of the Closing Balance Sheet and the accompanying statement of Buyer’s Proposed Calculations, Sellers shall notify Buyer in writing of any disagreement with Buyer’s Proposed Calculations; provided, that Sellers may only dispute Buyer’s Proposed Calculations to the extent that they deviate from the requirements of Section 3.3.1 or reflect mathematical error. If Sellers dispute the amount of any of Buyer’s Proposed Calculations, Sellers shall have the right to propose any adjustment thereto within such 30-day period. Any such proposed adjustment shall be in writing (the “Adjustment Request”), shall be submitted to Buyer within the 30-day period referred to in the first sentence of this Section 3.3.3, and shall specify (a) the amount of the proposed adjustment, (b) the item to which such proposed adjustment relates, and (c) the facts and circumstances supporting the reasonableness and propriety of such adjustment under the standards set forth in Section 3.3.1. Unless Sellers notify Buyer in writing within such 30-day period that Sellers object to Buyer’s Proposed Calculations, Buyer’s Proposed Calculations shall be binding upon Sellers and Buyer. Buyer and Sellers shall use their commercially reasonable efforts for 30 calendar days after the submission of any Adjustment Request to agree upon any proposed adjustment to Buyer’s Proposed Calculations. Any dispute as to the content or preparation of Buyer’s Proposed Calculations that is not resolved by Buyer and Sellers during such 30-day period shall be submitted for resolution to a mutually acceptable independent public accounting firm, whose costs shall be divided equally between Buyer, on the one hand, and Sellers, on the other hand. The decision of such firm shall be final and binding on Buyer and Sellers.
Review of Closing Balance Sheet. Purchaser, upon receipt of the Closing Balance Sheet, shall (a) review the Closing Balance Sheet and (b) to the extent it may deem necessary, make reasonable inquiry of the Company and its accountants (if any are used), related to the preparation of the Closing Balance Sheet. Purchaser and its advisors shall have full access upon prior notice and during normal business hours to the books, papers and records of the Business and its accountants (if any are used), relating to the preparation of the Closing Balance Sheet in connection with such inquiry. The Closing Balance Sheet shall be final, binding and conclusive upon, and deemed accepted by, the Parties unless Purchaser shall have notified the Company Representative of any Purchaser objections thereto within 30 days after receipt of the Closing Balance Sheet (“Purchaser Objection”).
Review of Closing Balance Sheet. Premier, upon receipt of the Closing Balance Sheet, shall (a) review the Closing Balance Sheet and (b) to the extent it may deem necessary, make reasonable inquiry of Acquisition Sub and its accountants (if any are used), relating to the preparation of the Closing Balance Sheet. Premier and its employees and advisors shall have full access upon prior written notice and during normal business hours to the books, papers, work papers, schedules, calculations and records relating to the preparation of the Closing Balance Sheet in connection with such inquiry and the preparation of any objections thereto. The Closing Balance Sheet shall be binding and conclusive upon, and deemed accepted by, Premier unless Premier shall have notified Acquisition Sub in writing of any objections thereto (the “Objection”) within 30 days after receipt of the Closing Balance Sheet.
Review of Closing Balance Sheet. Within ten (10) business days of the Closing, Seller shall deliver to Buyer a balance sheet as of the Closing Date, which shall also include a detailed statement of the preliminary accounts payable and accounts receivables, each containing trial balances as of the Closing Date (the "Closing Balance Sheet"). Buyer shall have five (5) business days to review the Closing Balance Sheet to determine the accuracy of the information reflected in it. In the event the Buyer determines that the Closing Balance Sheet overstates the assets of the Business or understates the liabilities or shareholders equity by any amount, Buyer shall be entitled to be reimbursed for such amount from the Escrow.
Review of Closing Balance Sheet. 3.7.1 Each of the Parties shall have the right to review the Closing Balance Sheet. If none of the Parties gives notice to the contrary within 30 days after the Delivery Date, the Closing Balance Sheet and the Closing Capital and Closing Net Debt resulting therefrom shall be deemed to be final and binding upon the Parties and the Closing Balance Sheet shall be considered final ("Final Closing Balance Sheet").
Review of Closing Balance Sheet. Seller represents, warrants and covenants to The Source that at the Closing, the Minimum Stockholders' Equity of Company shall be not less than $1.00, less the aggregate amount of any bonuses awarded pursuant to Section 5.06 to employees of the Company other than Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx. In order to confirm whether the Minimum Stockholders' Equity has been met and the amount of the Net Current Receivable Assets, not later than 30 days following the Closing Balance Sheet Date, Seller, in cooperation with The Source, shall prepare the Closing Balance Sheet and the related statements of income for the period from May 31, 1996 to the Closing Balance Sheet Date in accordance with generally accepted accounting principles, consistently applied. In preparing the Closing Balance Sheet and related financial statements, Seller shall consult with The Source and shall permit The Source to participate in and review the preparation thereof, including all work papers, schedules and calculations related thereto, prior to the issuance thereof. The Source shall commence its review of said work papers, schedules and calculations as soon as practicable. Any dispute which arises between Seller on the one hand and The Source on the other hand as to such financial statements shall be resolved in the following manner:
