Common use of Review of Closing Date Working Capital Statement; Disputes Clause in Contracts

Review of Closing Date Working Capital Statement; Disputes. (i) Upon receipt of the Closing Date Working Capital Statement, Seller (together with Seller’s professional advisors) will have the right during the succeeding fifteen (15) day period (the “Review Period”) to examine all information contained in the books and records used to prepare the Closing Date Working Capital Statement. Purchaser will provide to Seller and its professional advisors reasonable access to the work papers used to prepare the Closing Date Working Capital Statement during normal business hours; provided, however that any access granted to Seller and its professional advisors shall not disrupt the day-to-day operations of Purchaser. (ii) If Seller disagrees with the calculation of the Closing Date Working Capital set forth in the Closing Date Working Capital Statement, it must notify Purchaser in writing on or before the last day of the Review Period, setting forth a specific description of Seller’s objection(s), the amount of the adjustment which Seller believes should be made to each item to which it objects, and a detailed description of the basis for Seller’s disagreement therewith (such notice, a “Notice of Disagreement”). In the event that Seller does not provide a Notice of Disagreement in accordance with the terms above on or before the last day of the Review Period or Seller affirmatively notifies Purchaser in writing that Seller agrees with the calculation of the Closing Date Working Capital set forth on the Closing Date Working Capital Statement, Seller will be deemed to have accepted the Closing Date Working Capital Statement delivered by Purchaser and the calculation of the Closing Date Working Capital set forth therein will be final, binding, and conclusive for all purposes hereunder.

Review of Closing Date Working Capital Statement; Disputes. (i) Upon receipt of the Closing Date Working Capital Statement, Seller (together with Seller’s professional advisors) will have the right during the succeeding fifteen (15) day period (the “Review Period”) to examine all information contained in the books and records used to prepare the Closing Date Working Capital Statement. Purchaser will provide to Seller and its professional advisors reasonable access to the work papers used to prepare the Closing Date Working Capital Statement during normal business hours; provided, however that any access granted to Seller and its professional advisors shall not disrupt the day-to-day operations of Purchaser. (ii) If Seller disagrees with the calculation of the Closing Date Working Capital set forth in the Closing Date Working Capital Statement, it must notify Purchaser in writing on or before the last day of the Review Period, setting forth a specific description of Seller’s objection(s), the amount of the adjustment which Seller believes should be made to each item to which it objects, and a detailed description of the basis for Seller’s disagreement therewith (such notice, a “Notice of Disagreement”). In the event that Seller does not provide a Notice of Disagreement in accordance with the terms above on or before the last day of the Review Period or Seller affirmatively notifies Purchaser in writing that Seller agrees with the calculation of the Closing Date Working Capital set forth on the Closing Date Working Capital Statement, Seller will be deemed to have accepted the Closing Date Working Capital Statement delivered by Purchaser and the calculation of the Closing Date Working Capital set forth therein will be final, binding, and conclusive for all purposes hereunder.

Review of Closing Date Working Capital Statement; Disputes. (i) Upon receipt of the Closing Date Working Capital Statement, Seller (together with Seller’s professional advisors) will have the right during the succeeding fifteen thirty (1530) day period (the “Review Period”) to examine all information contained in the books and records used to prepare the Closing Date Working Capital Statement. Purchaser will provide to Seller and its professional advisors reasonable access to the materials (including accountants’ work papers papers) used to prepare the Closing Date Working Capital Statement during normal business hours; provided, however that any access granted to Seller and its professional advisors shall not disrupt the day-to-day operations of Purchaser. (ii) If Seller disagrees with the calculation of the Closing Date Working Capital set forth in the Closing Date Working Capital Statement, it must notify Purchaser in writing on or before the last day of the Review Period, setting forth a specific description of Seller’s objection(s), the amount of the adjustment which Seller believes should be made to each item to which it objects, and a detailed description of the basis for Seller’s disagreement therewith (such notice, a “Notice of Disagreement”). In the event that Seller does not provide a Notice of Disagreement in accordance with the terms above on or before the last day of the Review Period or Seller affirmatively notifies Purchaser in writing that Seller agrees with the calculation of the Closing Date Working Capital set forth on the Closing Date Working Capital Statement, Seller will be deemed to have accepted the Closing Date Working Capital Statement delivered by Purchaser and the calculation of the Closing Date Working Capital set forth therein will be final, binding, and conclusive for all purposes hereunder.

Review of Closing Date Working Capital Statement; Disputes. (i) Upon receipt of the Closing Date Working Capital Statement, Seller the Majority Shareholder (together with Sellerthe Majority Shareholder’s professional advisors) will have the right during the succeeding fifteen forty-five (1545) day period (the “Review Period”) to examine all information contained in the books and records used to prepare the Closing Date Working Capital Statement. Purchaser Buyer will provide to Seller the Majority Shareholder and its professional advisors reasonable access to the books, records, work papers and personnel used to prepare the Closing Date Working Capital Statement during normal business hours; provided, however that any access granted to Seller the Majority Shareholder and its professional advisors shall not unduly disrupt the day-to-day operations of PurchaserBuyer or the Company. (ii) If Seller the Majority Shareholder disagrees with the calculation of the Closing Date Working Capital set forth in the Closing Date Working Capital Statement, it he must notify Purchaser Buyer in writing on or before the last day of the Review Period, setting forth a specific description of Seller’s his objection(s), the amount of the adjustment which Seller the Majority Shareholder believes should be made to each item to which it he objects, and a detailed description of the basis for Seller’s his disagreement therewith (such notice, a “Notice of Disagreement”). In the event that Seller the Majority Shareholder does not provide a Notice of Disagreement in accordance with the terms above on or before the last day of the Review Period or Seller the Majority Shareholder affirmatively notifies Purchaser Buyer in writing that Seller he agrees with the calculation of the Closing Date Working Capital set forth on the Closing Date Working Capital Statement, Seller the Majority Shareholder will be deemed to have accepted the Closing Date Working Capital Statement delivered by Purchaser Buyer and the calculation of the Closing Date Working Capital set forth therein will be final, binding, and conclusive for all purposes hereunder.