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. 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:
(a) The Source, if it disputes the financial statements, shall notify Seller in writing within ten days after its receipt of such financial statements that The Source disputes the financial statements, specifying in reasonable detail the nature of the dispute;
(b) During the five day period following the date of such notice, Seller and The Source shall attempt to resolve such dispute and determine the appropriateness of the Closing Balance Sheet and related financial statements; and
(c) If at the end of such five day period, the parties have failed to reach an agreement with respect to the dispute, the matter shall be referred to an independent accounting firm selected by the Accounting Firm (the "Arbitrator"). The Arbitrator shall issue its report as to the Closing Balance Sheet and related financial statements within ten days after such dispute is referred to the Arbitrator. Each of the parties shall bear all costs and expenses incurred by it in connection with such arbitration except for the fees and expenses of the Arbitrator which shall be borne equally by Seller, on the one hand, and The Source, on the other hand. This provision for ar...
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. Within twenty (20) days after the receipt of the Closing Balance Sheet and the Net Working Capital Adjustment Statement by the Stockholder Representatives (the “Review Period”), the Stockholder Representatives shall propose in good faith to Parent such adjustments (if any) therein as shall in the Stockholder Representatives’ good faith judgment be required to cause the Closing Balance Sheet and the Net Working Capital Adjustment Statement to reflect fairly those items required to be included therein. Unless the Stockholder Representatives notifies Parent in writing within such Review Period of an objection to any item or computation set forth on the Closing Balance Sheet and the Net Working Capital Adjustment Statement, specifying in reasonable detail the basis for such objection, the Closing Balance Sheet and the Net Working Capital Adjustment Statement delivered to the Stockholder Representatives by Parent, and the resulting Net Working Capital Adjustment, if any, shall be binding on the Parties hereto, and shall be the final Closing Balance Sheet and the final Net Working Capital Adjustment for purposes of this Agreement.
Review of Closing Balance Sheet. Buyer will cooperate with the Shareholder Representative and the Shareholder Representative’s auditors and will ensure that the Shareholder Representative and the Company’s certified public accountants will be able to review the Closing Balance Sheet, and the statement of Closing Net Assets as soon as practicable after they are delivered to the Shareholder Representative and, in connection therewith, have full access to the personnel and records of the Company. Within 30 days following the Shareholder Representative’s receipt of the Closing Balance Sheet, and the statement of Closing Net Assets, the Shareholder Representative shall notify Buyer in writing of any objections that the Shareholder Representative may have to the Closing Balance Sheet, and the statement of Closing Net Assets, stating in reasonable detail the basis for any such objections (an “Objection Notice”); provided, that the only bases for objection shall be (i) non-compliance with the standards set forth in Section 2.14.2 for the preparation of the Closing Balance Sheet and (ii) computational errors. If the Shareholder Representative fails to deliver an Objection Notice to Buyer within such 30-day period, the Shareholder Representative will be deemed to have concurred with the Closing Balance Sheet, and the statement of Closing Net Assets.
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. 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. Seller, upon receipt of the Closing Balance Sheet, shall (a) review the Closing Balance Sheet and (b) to the extent Seller may deem necessary, make reasonable inquiry of Athena, Federal and its accountants (if any are used), relating to the preparation of the Closing Balance Sheet. Seller and its 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 objection thereto. The Closing Balance Sheet shall be binding and conclusive upon, and deemed accepted by, Seller unless Seller shall have notified Federal in writing of any objections thereto (the “Objection”) within thirty (30) days after receipt of the Closing Balance Sheet.
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.
