Common use of Review of Preliminary Statement Clause in Contracts

Review of Preliminary Statement. (i) Parent will have 45 days following Purchaser’s delivery of the Preliminary Statement to Parent to review and respond to the Preliminary Statement, during which period Purchaser will grant Parent and its Representatives reasonable access during normal business hours to Purchaser’s books and records of the Business and the work papers prepared by Purchaser’s independent accountants (subject to compliance with Purchaser’s independent accountants’ customary procedures for release), in each case to the extent relating to the preparation of the Preliminary Statement. (ii) Unless Parent has delivered to Purchaser a written letter of its disagreement with the Preliminary Statement (the “Notice of Disagreement”) prior to the 46th day following Purchaser’s delivery of the Preliminary Statement to Parent, the Preliminary Statement will become the Final Statement on the 46th day following Purchaser’s delivery of the Preliminary Statement to Parent. If issued, the Notice of Disagreement will set forth in reasonable detail any proposed adjustment to the Preliminary Statement and the basis for such adjustment. (iii) If the Notice of Disagreement is delivered in accordance with Section 2.3(b)(ii), then (A) any amount set forth in the Preliminary Statement as to which Parent has not objected in the Notice of Disagreement in accordance with Section 2.3(b)(ii) will be deemed to be accepted and will become part of the Final Statement, and (B) the Preliminary Statement, as modified to reflect the adjustments in the Notice of Disagreement (x) accepted by Purchaser in writing, (y) agreed to in writing pursuant to Section 2.3(c), and (z) determined by the Accounting Referee pursuant to Section 2.3(d)(iii), as the case may be, will become the Final Statement on the earlier of (1) the date that Parent and Purchaser resolve in writing all remaining disputed matters specified in the Notice of Disagreement or (2) the date that the Accounting Referee delivers to Parent and Purchaser a copy of the Final Statement and the Closing Adjustment pursuant to Section 2.3(d).

Review of Preliminary Statement. (i) Parent Purchaser will have 45 90 days following Purchaserthe Company’s delivery of the Preliminary Statement to Parent Purchaser to review and respond to the Preliminary Statement, during which period Purchaser BRS Newco and the Company will grant Parent Purchaser and its Representatives reasonable access during normal business hours to Purchaser’s the books and records of the Business Group Companies and the work papers prepared by PurchaserBRS Corp.’s and the Company’s independent accountants (subject to compliance with PurchaserBRS Corp.’s and the Company’s independent accountants’ customary procedures for release), in each case to the extent relating to the preparation Purchaser’s review of the Preliminary Statement. (ii) Unless Parent Purchaser has delivered to Purchaser given the Company a written letter notice of its disagreement with the Preliminary Statement (the “Notice of Disagreement”) prior to the 46th 91st day following Purchaserthe Company’s delivery of the Preliminary Statement to ParentPurchaser, the Preliminary Statement will become the Final Statement on the 46th 91st day following Purchaserthe Company’s delivery of the Preliminary Statement to ParentPurchaser. If issuedgiven, the Notice of Disagreement will set forth in reasonable detail any proposed adjustment to the Preliminary Statement and the basis for such adjustmentStatement. (iii) If the Notice of Disagreement is delivered given in accordance with Section 2.3(b)(ii), 1.5(b)(ii) then (A) any amount set forth in the Preliminary Statement as to which Parent has not objected in the Notice of Disagreement in accordance with Section 2.3(b)(ii) will be deemed to be accepted and will become part of the Final Statement, and (B) the Preliminary Statement, as modified to reflect the adjustments in the Notice of Disagreement (xA) accepted by Purchaser the Company in writing, (yB) agreed to in writing pursuant to Section 2.3(c), and 1.5(c) or (zC) determined by the Accounting Referee pursuant to Section 2.3(d)(iii1.5(d)(iii), as the case may be, will become the Final Statement on the earlier of (1) the date that Parent the Company and Purchaser resolve in writing all remaining disputed matters specified in the Notice of Disagreement or (2) the date that the Accounting Referee delivers to Parent the Company and Purchaser a copy of the Final Statement and the Closing Adjustment pursuant to Section 2.3(d1.5(d).

Review of Preliminary Statement. (i) Parent will have 45 60 days following Purchaser’s delivery of the Preliminary Statement to Parent to review and respond to the Preliminary Statement, during which period Purchaser will grant Parent and its Representatives reasonable access during normal business hours to Purchaser’s personnel and the Business Employees involved in drafting the Preliminary Statement, the applicable books and records of the Business and the work papers prepared by Purchaser’s independent accountants (subject to compliance with Purchaser’s independent accountants’ customary procedures for release), in each case ) with respect to the extent relating to the preparation of the Preliminary Statement. (ii) Unless Parent has delivered to Purchaser a written letter of its disagreement with the Preliminary Statement (the “Notice of Disagreement”) on or prior to the 46th 60th day following Purchaser’s delivery of the Preliminary Statement to Parent, the Preliminary Statement will become the Final Statement on the 46th 60th day following Purchaser’s delivery of the Preliminary Statement to Parent. If issued, the Notice of Disagreement will set forth in reasonable detail any proposed adjustment to the Preliminary Statement and the basis for such adjustment. (iii) If the Notice of Disagreement is delivered in accordance with Section 2.3(b)(ii1.4(b)(ii), then (A) any amount set forth in the Preliminary Statement as to which Parent has not objected in the Notice of Disagreement in accordance with Section 2.3(b)(ii1.4(b)(ii) will be deemed to be accepted and will become part of the Final Statement, and (B) the Preliminary Statement, as modified to reflect the adjustments in the Notice of Disagreement (x) accepted by Purchaser in writing, (y) agreed to in writing pursuant to Section 2.3(c), and 1.4(c) or (z) determined by the Accounting Referee pursuant to Section 2.3(d)(iii), as the case may be, 1.4(d)(iii) will become the Final Statement on the earlier of (1) the date that Parent and Purchaser resolve in writing all remaining disputed matters specified in the Notice of Disagreement or (2) the date that the Accounting Referee delivers to Parent and Purchaser a copy of the Final Statement and its calculation of the Closing Adjustment pursuant to Section 2.3(d1.4(d).

Review of Preliminary Statement. (i) Parent The Stockholders’ Representative will have 45 30 days following PurchaserParent’s delivery of the Preliminary Statement to Parent the Stockholders’ Representative to review and respond to the Preliminary Statement, Statement during which period Purchaser Parent will grant Parent the Stockholders’ Representative and its Representatives representatives reasonable access during normal business hours to Purchaser’s the books and records of the Business Company and its subsidiaries, including the work working papers prepared by Purchaserof Parent’s independent accountants (subject to compliance with Purchaser’s independent accountants’ the execution of customary procedures for releaseworking paper access letters), in each case to the extent relating to the preparation of the Preliminary Statementif any. (ii) Unless Parent the Stockholders’ Representative has delivered to Purchaser Parent and the Escrow Agent a written letter of its disagreement with the Preliminary Statement (the “Notice of Disagreement”) on or prior to the 46th 31st day following PurchaserParent’s delivery of the Preliminary Statement to Parentthe Stockholders’ Representative, the Preliminary Statement will become the Final Statement on the 46th 31st day following PurchaserParent’s delivery of the Preliminary Statement to Parentthe Stockholders’ Representative. If issued, the The Notice of Disagreement will shall set forth in reasonable detail any proposed adjustment to the Preliminary Statement and the basis for such adjustmentadjustment (including a specific dollar amount and accompanied by a reasonably detailed explanation). (iii) If the Notice of Disagreement is delivered in accordance with Section 2.3(b)(ii1.4(c)(ii), then (A) any amount set forth in the Preliminary Statement as to which Parent the Stockholders’ Representative has not objected in the Notice of Disagreement in accordance with Section 2.3(b)(ii1.4(c)(ii) will be deemed to be accepted and will become part of the Final Statement, and (B) the Preliminary Statement, as modified to reflect the adjustments in the Notice of Disagreement (x) accepted by Purchaser in writing, (y) agreed to in writing pursuant to Section 2.3(c), and (z) determined by the Accounting Referee pursuant to Section 2.3(d)(iii), as the case may be, Final Statement will become the Final Statement conclusive and binding on the earlier of (1) the date that the Stockholders’ Representative and Parent and Purchaser resolve in writing all remaining disputed matters specified in the Notice of Disagreement or (2) the date that the Independent Accounting Referee Firm delivers to the Stockholders’ Representative and Parent and Purchaser a copy of the Final Statement and the Closing Adjustment pursuant to Section 2.3(d1.4(e)(iv).

Review of Preliminary Statement. (iA) Parent Seller will have 45 50 days following Purchaser’s delivery of the Preliminary Statement to Parent Seller to review and respond to the Preliminary Statement, during which period Purchaser will grant Parent Seller and its Representatives accountants, counsel, consultants, advisors and agents (collectively, “Representatives”) reasonable access during normal business hours to Purchaser’s the books and records of the Business Companies, Purchaser’s personnel, the employees of the Companies and the work papers prepared by Purchaser’s independent accountants (subject to compliance with Purchaser’s independent accountants’ customary customer procedures for release), in each case ) with respect to the extent relating to the preparation of the Preliminary Statement. (iiB) Unless Parent Seller has delivered to Purchaser a written letter of its disagreement with the Preliminary Statement (the “Notice of Disagreement”) on or prior to the 46th 50th day following Purchaser’s delivery of the Preliminary Statement to ParentSeller, the Preliminary Statement will become the Final Statement on the 46th 51st day following Purchaser’s delivery of the Preliminary Statement to ParentSeller. If issued, the The Notice of Disagreement will Disagreement, if any, shall set forth in reasonable detail any each proposed adjustment to the Preliminary Statement and the basis for such adjustment. (iiiC) If the Notice of Disagreement is delivered in accordance with Section 2.3(b)(ii1.5(a)(iii)(B), then then: (A1) any amount set forth in the Preliminary Statement as to which Parent Seller has not objected in the Notice of Disagreement in accordance with Section 2.3(b)(ii1.5(a)(iii)(B) will be deemed to be accepted and will become part of the Final Statement, ; and (B2) the Preliminary Statement, as modified to reflect the adjustments in the Notice of Disagreement (x) accepted by Purchaser in writing, (y) agreed to in writing pursuant to Section 2.3(c), and (z) determined by the Accounting Referee pursuant to Section 2.3(d)(iii), as the case may be, will Statement shall become the Final Statement on the earlier of (1x) the date that Parent Seller and Purchaser resolve in writing all remaining disputed matters specified in the Notice of Disagreement or (2y) the date that the Accounting Referee Arbitrator delivers to Parent Seller and Purchaser a copy of the Final Statement and the Closing Net Working Capital Adjustment pursuant to Section 2.3(d1.5(a)(v)(D).