Common use of Review of Post-Closing Statement Clause in Contracts

Review of Post-Closing Statement. The Stockholder Representative shall have thirty (30) days following its receipt of any 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 1.8(d), Parent and the Company shall make available to the Stockholder Representative and its Representatives 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 Stockholder Representative (or its Representatives) may reasonably request in connection with its review of such statements. On or before the expiration of the Review Period, the Stockholder Representative shall deliver to Parent a written statement accepting or disputing each item set forth on the Post-Closing Statement. In the event that the Stockholder Representative disputes an item on the Post-Closing Statement, the Stockholder Representative shall deliver to Parent a statement (a “Dispute Statement”) that includes (i) a reasonably detailed itemization of the Stockholder Representative’s objections and the reasons therefore, together, if applicable, with any available supporting documentation, information and calculations and (ii) the Stockholder Representative’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 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 all items detailed on the Post-Closing Statement, such Post-Closing Statement shall be final and binding and not subject to appeal.

Review of Post-Closing Statement. The Stockholder Representative Holdco shall have thirty (30) 45 calendar days following its receipt of any Post-Closing Statement (the “Review Period”) to review the Post-Closing Statement. During the Review Period, the Resolution Resolutions Period and any additional period until all items in the Dispute Statement are finally resolved as provided in Section 1.8(d1.3(d), Parent Buyer and the Company shall make available to the Stockholder Representative Holdco and its Representatives 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 Stockholder Representative Holdco (or its Representatives) may reasonably request in connection with its review of such statements. On or before the expiration of the Review Period, the Stockholder Representative Xxxxxx shall deliver to Parent Buyer a written statement accepting or disputing each item set forth on the Post-Closing Statement. In the event that the Stockholder Representative Holdco disputes an item on the Post-Closing Statement, the Stockholder Representative Holdco shall deliver to Parent Buyer a statement (a “Dispute Statement”) that includes (i) a reasonably detailed itemization of the Stockholder RepresentativeHoldco’s objections and the reasons therefore, together, if applicable, together with any available supporting documentation, information and calculations and (ii) the Stockholder RepresentativeHoldco’s alternative calculation of each disputed item. Any component of the Post-Closing Statement that is not disputed in a Dispute Statement during the Review Period shall be final and binding on the parties hereto and not subject to appeal. If the Stockholder Representative Holdco does not deliver a Dispute Statement to Parent Buyer 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 Stockholder Representative Seller shall have thirty (30) 30 days following its his receipt of any 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 1.8(d1.3(d), Parent and the Company shall make available to the Stockholder Representative and its Representatives 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 Stockholder Representative Seller (or its his Representatives) may reasonably request in connection with its his review of such statementsstatement. On or before the expiration of the Review Period, the Stockholder Representative Seller shall deliver to Parent a written statement accepting or disputing each item set forth on the Post-Closing Statement. In the event that the Stockholder Representative Seller disputes an item on the a Post-Closing Statement, the Stockholder Representative Seller shall deliver to Parent a statement (a “Dispute Statement”) that includes (i) a reasonably detailed itemization of the Stockholder RepresentativeSeller’s objections and the reasons therefore, together, if applicable, together with any available supporting documentation, information and calculations and (ii) the Stockholder RepresentativeSeller’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 the Stockholder Representative 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 Stockholder Representative shall Sellers will have thirty (30) days the opportunity to review the Post-Closing Statement for [***] following its receipt of any 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 review 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. During the Review PeriodXxxxx’s calculation of Closing Net Working Capital, Closing Cash, Closing Debt, Closing Transaction Expenses, the Resolution Period and any additional period until all items in the Dispute Statement are finally resolved as provided in Section 1.8(d), Parent Closing Tax Liability Amount and the Company shall make available Final Closing Cash Payment derived therefrom will, absent fraud or manifest error, become final, conclusive and binding on the Parties unless, prior to the Stockholder Representative and its Representatives 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 Stockholder Representative (or its Representatives) may reasonably request in connection with its review of such statements. On or before the expiration 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 Stockholder Representative shall deliver 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 Parent a written statement accepting or disputing each item 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 Post-Closing StatementParties. In If Xxxxx and Sellers are unable to resolve all of the event that objections of Sellers within the Stockholder Representative disputes an item on 15- day time period following the Post-Closing Statementdelivery of the Objection Notice, the Stockholder Representative shall deliver to Parent a statement (a “Dispute Statement”Parties will promptly refer any matters still in dispute for resolution as provided in Section 1.7(c) that includes (i) a reasonably detailed itemization of the Stockholder Representative’s objections and the reasons therefore, together, if applicable, with any available supporting documentation, information and calculations and (ii) the Stockholder Representative’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 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 all items detailed on the Post-Closing Statement, such Post-Closing Statement shall be final and binding and not subject to appealbelow.

Review of Post-Closing Statement. The Stockholder Seller Representative shall have thirty (30) days [***] following its receipt of any the Post-Closing Statement (the “Review Period”) to review the Post-Closing Statement. During In connection with the Review Period, the Resolution Period and any additional period until all items in the Dispute Statement are finally resolved as provided in Section 1.8(d), Parent and the Company shall make available to the Stockholder Representative and its Representatives the work papers (subject to the execution Seller Representative’s review of customary work paper access letters, if requested) and other books and records used in preparing the Post-Closing Statement Statement, Purchaser shall cause the Company to make reasonably available, during normal business hours upon reasonable advance notice, to the Seller Representative and its advisors such books, records and personnel reasonably requested by the Seller Representative related to the Post-Closing Statement; provided, however, that (i) such access will not unreasonably disrupt the Company or its Subsidiaries’ operations; and (ii) the Company and its Subsidiaries will not be required to disclose any information that would, in the reasonable access (on prior notice and during business hours) to employees good faith judgment of the Company based on advice of outside counsel, jeopardize attorney-client privilege, contravene any applicable Law or violate in any material respect any agreement binding on any such entity as the Stockholder Representative (or its Representatives) may reasonably request in connection with its review of such statements. On or before the expiration of the Review Period, date that such request is made. [***] the Stockholder Seller Representative shall deliver to Parent Purchaser a written statement accepting or disputing each item set forth on the Post-Closing Statement. In the event that the Stockholder Seller Representative disputes an item on shall dispute the Post-Closing Statement, the Stockholder Representative such statement shall deliver to Parent a statement (a “Dispute Statement”) that includes (i) include a reasonably detailed itemization of the Stockholder Seller Representative’s objections and the reasons thereforetherefor (such statement, together, if applicable, with any available supporting documentation, information and calculations and (ii) the Stockholder Representative’s alternative calculation of each disputed itema “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 Seller Representative does not deliver a Dispute Statement to Parent Purchaser within the Review Period or delivers a statement accepting all items detailed on the Post-Closing Statement, such the Post-Closing Statement shall be final and binding on the Parties hereto and not subject to appeal.