Review of Post-Closing Statement. Parent shall provide the Representative and its Representatives with reasonable access (with the right to make copies), during normal business hours upon reasonable advance notice by the Representative and its Representatives, to the work papers of Parent, its accountants or any of its other Representatives related to the preparation of the Post-Closing Statement, as well as to any of the personnel, property and facilities and such books and records and other relevant information of the Company and its Subsidiaries, and Parent shall make available its employees knowledgeable about the information used in, and the preparation of, the Post-Closing Statement. The Representative shall have thirty (30) days following its receipt of the Post-Closing Statement (the “Review Period”) to review the same together with information requested in accordance with this Section 2.4(d) (which shall be promptly provided by Parent). On or before the expiration of the Review Period, the Representative shall deliver to Parent a written statement accepting or disputing the Post-Closing Statement. In the event that the Representative shall dispute the Post-Closing Statement, such statement shall include a reasonably detailed itemization of the Representative’s objections and the reasons therefor (such statement, a “Dispute Statement”). Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the Parties and not subject to appeal. If the Representative does not deliver a Dispute Statement to Parent within the Review Period or delivers a statement accepting the Post-Closing Statement, the Post-Closing Statement shall be final and binding on the Parties and not subject to appeal.
Review of Post-Closing Statement. Buyer shall provide the Securityholder Representative with reasonable access, during normal business hours and upon reasonable advance written notice, to supporting documentation in order to review the Post-Closing Statement. The Securityholder Representative shall have thirty (30) days following Buyer’s delivery of the Post-Closing Statement (the “Review Period”) to review the same together with information requested in accordance with this Section 1.4(d). Prior to the expiration of the Review Period, the Securityholder Representative shall deliver to Buyer a written statement accepting or disputing the Post-Closing Statement. In the event that the Securityholder Representative shall dispute the Post-Closing Statement, such statement shall include a detailed itemization of the Securityholder Representative’s objections and the reasons therefor (such statement, a “Dispute Statement”), as well as the Securityholder Representative’s calculations of the applicable items in the Dispute Statement. Any component of the Post-Closing Statement that is not expressly disputed in a Dispute Statement shall be final and binding on the parties hereto and not subject to appeal. If the Securityholder Representative does not deliver a Dispute Statement to Buyer within the Review Period or delivers a statement accepting the Post-Closing Statement, the Post-Closing Statement shall be final and binding on the parties hereto and not subject to appeal.
Review of Post-Closing Statement. The Stockholder Representative shall have thirty (30) days following its receipt of the Post-Closing Statement (the “Review Period”) to review the Post-Closing Statement, together with information provided in accordance with this Section 1.4(c) (which shall be promptly provided by the Stockholder Representative). On or before the expiration of the Review Period, the Stockholder Representative shall deliver to Parent a written statement accepting or disputing the Post-Closing Statement. In the event that the Stockholder Representative shall dispute the Post-Closing Statement, such statement shall include a detailed itemization of the Stockholder Representative’s objections and the reasons therefor (such statement, a “Dispute Statement”). Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the parties hereto and not subject to appeal. If the Stockholder Representative does not deliver a Dispute Statement to Parent within the Review Period or delivers a statement accepting the Post-Closing Statement, the Post-Closing Statement shall be final and binding on the parties hereto and not subject to appeal.
Review of Post-Closing Statement. Sellers will have the opportunity to review the Post-Closing Statement for [***] following receipt of the Post-Closing Statement (the “Review Period”). During the Review Period, at the request of a Seller, Sellers or their Representatives will, during normal business hours, be provided with access to the books and records of the Acquired Companies, the books and records included among the Purchased Assets, and other information (including financial statements and work papers (including those prepared by independent third Persons)) of the Acquired Companies and Buyer, in the possession or control of the Acquired Companies, Buyer or their respective Affiliates or Representatives that relate to, as well as access to personnel of Buyer, its Affiliates (including the Acquired Companies) and their respective Representatives that were involved in, the calculation or determination of the items included in the Post-Closing Statement (including making available their chief financial officer(s) and accountants to respond to reasonable written or oral inquiries of Sellers or their Representatives), in each case, as is reasonably necessary in order for Sellers to respond to or evaluate the calculations contained in the Post-Closing Statement. Xxxxx’s calculation of Closing Net Working Capital, Closing Cash, Closing Debt, Closing Transaction Expenses, the Closing Tax Liability Amount and the Final Closing Cash Payment derived therefrom will, absent fraud or manifest error, become final, conclusive and binding on the Parties unless, prior to the end of the Review Period, a Seller notifies Buyer in writing of Sellers’ objections to such calculation (an “Objection Notice”), identifying in reasonable detail the disputed items, the estimated amounts of the disputed items if then reasonably determinable and the basic facts underlying Sellers’ objections. If a Seller delivers an Objection Notice to Buyer prior to the end of the Review Period, Buyer and Sellers will negotiate in good faith to resolve the objections set forth in the Objection Notice within 15 days following delivery of the Objection Notice. If Xxxxx and Sellers resolve some or all of such objections within that time period, they will document their resolution in a writing signed by each of them, and such resolution will, absent fraud or manifest error, be final, conclusive and binding on the Parties. If Xxxxx and Sellers are unable to resolve all of the objections of Sellers within the 15- day time period follow...
Review of Post-Closing Statement. The Securityholder Representative shall have sixty (60) days following its receipt of the Post-Closing Statement (the “Review Period”) to review the Post-Closing Statement. On or before the expiration of the Review Period, the Securityholder Representative shall deliver to Parent a written statement accepting or disputing the Post-Closing Statement. In the event that the Securityholder Representative shall dispute the Post-Closing Statement, such statement shall, to the extent reasonably practicable, include a reasonably detailed itemization of the Securityholder Representative’s objections and the reasons therefor (such statement, a “Dispute Statement”). Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the parties hereto and not subject to appeal. If the Securityholder Representative does not deliver a Dispute Statement to Parent within the Review Period or delivers a statement accepting the Post-Closing Statement, the Post-Closing Statement shall be final and binding on the parties hereto and not subject to appeal.
Review of Post-Closing Statement. On or before the expiration of the thirty (30) day period following Buyer’s delivery of the Post-Closing Statement (the “Review Period”), Seller shall deliver to Buyer a written statement accepting or disputing the Post-Closing Statement. In the event that Seller shall dispute the Post-Closing Statement, such statement shall include a reasonably detailed itemization of Seller’s objections and the reasons therefor (such statement, a “Dispute Statement”). Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the parties hereto and not subject to appeal. If Seller does not deliver a Dispute Statement to Buyer within the Review Period or delivers a statement accepting the Post-Closing Statement, the Post-Closing Statement shall be final and binding on the parties hereto and not subject to appeal.
Review of Post-Closing Statement. Buyer shall provide the Securityholder Representative with reasonable access, during normal business hours and upon reasonable advance written notice, to supporting documentation in order to review the Post-Closing Statement. The Securityholder Representative shall have thirty (30) days following Buyer’s delivery of the Post-Closing Statement (the “Review Period”) to review the same together with information requested in accordance with this Section 1.4(d). Prior to the expiration of the Review Period, the Securityholder Representative shall deliver to Buyer a written statement accepting or disputing the Post-Closing Statement. In the event that the Securityholder Representative shall dispute the Post-Closing Statement, such statement shall include a detailed itemization of the Securityholder Representative’s objections and the reasons therefor (such statement, a “Dispute Statement”), as well as the Securityholder Representative’s calculations of the applicable items in the Dispute Statement. Any component
Review of Post-Closing Statement. Seller shall have 30 days following his receipt of the Post-Closing Statement (the “Review Period”) to review the Post-Closing Statement. During the Review Period, the Resolution Period and any additional period until all items in the Dispute Statement are finally resolved as provided in Section 1.3(d), Parent and the Company shall make available to Seller the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Post-Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as the Seller (or his Representatives) may reasonably request in connection with his review of such statement. On or before the expiration of the Review Period, Seller shall deliver to Parent a written statement accepting or disputing each item set forth on the Post-Closing Statement. In the event that Seller disputes an item on a Post-Closing Statement, Seller shall deliver to Parent a statement (a “Dispute Statement”) that includes (i) a reasonably detailed itemization of Seller’s objections and the reasons therefore, together with supporting documentation, information and calculations and (ii) Seller’s alternative calculation of each disputed item. Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the parties hereto and not subject to appeal. If Seller does not deliver a Dispute Statement to Parent within the Review Period or delivers a statement accepting all items detailed on the Post-Closing Statement, such Post-Closing Statement shall be final and binding on the parties hereto and not subject to appeal.
Review of Post-Closing Statement. The Xxxx Group shall have sixty (60) days following its receipt of the Post-Closing Statement (the “Review Period”) to review the Post-Closing Statement. On or before the expiration of the Review Period, the Xxxx Group shall deliver to Parent a written statement accepting or disputing the Post-Closing Statement. In the event that the Xxxx Group shall dispute, in whole or in part, the Post-Closing Statement, such statement shall include a reasonably detailed itemization of the Xxxx Group’s objections and the reasons therefor (such statement, a “Dispute Statement”). Any component of the Post-Closing Statement that is not disputed in a Dispute Statement shall be final and binding on the parties hereto and not subject to appeal. If the Xxxx Group does not deliver a Dispute Statement to Parent within the Review Period or delivers a statement accepting the Post-Closing Statement, the Post-Closing Statement shall be final and binding on the parties hereto and not subject to appeal.
Review of Post-Closing Statement. The Shareholder Representative shall have thirty (30) days following its receipt of the Post-Closing Statement (the “Review Period”) to review the same. On or before the expiration of the Review Period, the Shareholder Representative shall deliver to Parent a written statement accepting or disputing Parent’s calculation of Net Working Capital Amount in the Post-Closing Statement. In the event that the Shareholder Representative shall dispute Parent’s calculation, the Shareholder Representative shall deliver to Parent a statement that sets forth a reasonably detailed itemization of the Shareholder Representative’s objections and the reasons therefor (such statement, a “Dispute Statement”). If the Shareholder Representative does not deliver a Dispute Statement to Parent within the Review Period or delivers a statement accepting the Post-Closing Statement, then Parent’s calculation of Net Working Capital set forth in the Post-Closing Statement shall be final and binding for purposes of this Section 1.9 with respect to the calculation of Net Working Capital.
