Common use of Right to Review and Dispute Clause in Contracts

Right to Review and Dispute. (i) During the 30 calendar day period following the Company’s receipt of the Closing Balance Sheet and the Purchase Price Statement, the Company will be permitted to review the working papers of the Purchaser relating to the preparation of the Closing Balance Sheet and the Purchase Price Statement and the calculation of Company Debt Amount and Net Current Assets and the Cash Purchase Price shown on the Purchase Price Statement. (ii) The Company may dispute the preparation of the Closing Balance Sheet, the Purchase Price Statement and/or the determination of Company Debt Amount and Net Current Assets and the Cash Purchase Price set forth thereon; provided, however, that the Company must notify the Purchaser in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 calendar days of the Purchaser’s delivery of the Closing Balance Sheet and the Purchase Price Statement to the Company. In the event written notice of such a dispute is received by the Purchaser in a timely manner, such a dispute will be resolved in accordance with the provisions of Section 3.03(d) below. (iii) The Closing Balance Sheet, the Purchase Price Statement and the calculation of Company Debt Amount, Net Current Assets and the Cash Purchase Price will be deemed final for the purposes of this Article III upon the earliest to occur of (A) the failure of the Company to notify the Purchaser of a dispute in accordance with this Agreement within 30 calendar days of the Purchaser’s delivery of the Closing Balance Sheet and the Purchase Price Statement to the Company, (B) the resolution of all disputes in writing by the Company and the Purchaser, (C) the resolution of all disputes pursuant to Section 3.03(d) by the Purchaser’s Accountants and the Company’s Accountants, and (D) the resolution of all disputes pursuant to Section 3.03(d) by the Independent Accounting Firm. The Closing Balance Sheet, the Company Debt Amount and Net Current Assets, as deemed final pursuant to this Section 3.03(c)(iii), are referred to herein as the “Final Closing Balance Sheet”, the “Final Company Debt Amount” and the “Final Net Current Assets”, respectively.

Right to Review and Dispute. (i) During the 30 thirty (30) calendar day period following the CompanySeller’s receipt of the Closing Balance Sheet and the Purchase Price Statement, the Company will Seller shall be permitted to review the working papers of the Purchaser Company relating to the preparation of the Closing Balance Sheet and the Purchase Price Statement and the calculation of Company Debt Amount and Net Current Assets Total Equity and the Cash Purchase Price shown on the Purchase Price Statement. (ii) The Company Seller may dispute the preparation of the Closing Balance Sheet, the Purchase Price Statement and/or the determination of Company Debt Amount and Net Current Assets Total Equity, and the Cash Purchase Price set forth thereon; provided, however, that the Company Seller must notify the Purchaser in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 thirty (30) calendar days of the PurchaserCompany’s delivery of the Closing Balance Sheet and the Purchase Price Statement to the CompanySeller. In the event written notice of such a dispute is received by the Purchaser in a timely manner, such a dispute will be resolved in accordance with the provisions of Section 3.03(d2.03(d) below. (iii) The Closing Balance Sheet, the Purchase Price Statement and the calculation of Company Debt Amount, Net Current Assets Total Equity and the Cash Purchase Price will be deemed final for the purposes of this Article III II upon the earliest to occur of (A) the failure of the Company Seller to notify the Purchaser of a dispute in accordance with this Agreement within 30 thirty (30) calendar days of the PurchaserCompany’s delivery of the Closing Balance Sheet and the Purchase Price Statement to the CompanySeller, (B) the resolution of all disputes in writing by the Company Seller and the Purchaser, (C) the resolution of all disputes pursuant to Section 3.03(d2.03(d) by the Purchaser’s Accountants accountants and the CompanySeller’s Accountantsaccountants, and (D) the resolution of all disputes pursuant to Section 3.03(d) by the Independent Accounting Firm. The Closing Balance Sheet, the Company Debt Amount and Net Current Assets, as deemed final pursuant to this Section 3.03(c)(iii2.03(d), are referred to herein as the “Final Closing Balance Sheet”, the “Final Company Debt Amount” and the “Final Net Current Assets”, respectively.

Right to Review and Dispute. (i) During the 30 calendar day period following the Company’s Sellers' receipt of the Closing Balance Sheet and the Stock Purchase Price Statement, the Company Sellers will be permitted to review the working papers of the Purchaser Buyer and the Buyer's Accountants relating to the preparation of the Closing Balance Sheet and the Stock Purchase Price Statement and the calculation of Company Debt Amount and Net Current Assets Working Capital and the Cash Stock Purchase Price shown on the Stock Purchase Price Statement. (ii) The Company Sellers may dispute the preparation of the Closing Balance Sheet, the Stock Purchase Price Statement and/or the determination of Company Debt Amount and Net Current Assets Working Capital and the Cash Stock Purchase Price set forth thereon; provided, however, that the Company Sellers must notify the Purchaser Buyer in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 calendar days of the Purchaser’s Buyer's delivery of the Closing Balance Sheet and the Stock Purchase Price Statement to the CompanySellers. In the event written notice of such a dispute is received by the Purchaser Buyer in a timely manner, such a dispute will be resolved in accordance with the provisions of Section 3.03(d2.6(iii) below. (iii) The Closing Balance Sheet, the Stock Purchase Price Statement and the calculation of Company Debt Amount, Net Current Assets Working Capital and the Cash Stock Purchase Price will be deemed final for the purposes of this Article III Section 2.5 and 2.6 upon the earliest to occur of (A) the failure of the Company Sellers to notify the Purchaser Buyer of a dispute in accordance with this Agreement within 30 calendar days of the Purchaser’s Buyer's delivery of the Closing Balance Sheet and the Stock Purchase Price Statement to the CompanySellers, (B) the resolution of all disputes in writing by the Company Sellers and the PurchaserBuyer, (C) the resolution of all disputes pursuant to Section 3.03(d2.6(d) by the Purchaser’s Accountants Buyer's accountants and the Company’s AccountantsSellers' accountants, and (D) the resolution of all disputes pursuant to Section 3.03(d2.6(d) by an independent accounting firm mutually acceptable to both parties (the "Independent Accounting Firm"). The Closing Balance Sheet, Sheet and the Company Debt Amount and Net Current AssetsWorking Capital, as deemed final pursuant to this Section 3.03(c)(iii2.6(c)(iii), are referred to herein as the “"Final Closing Balance Sheet”, the “Final Company Debt Amount” " and the “"Final Net Current Assets”Working Capital", respectively.