Examination and Review. (i) Seller shall notify Buyer within thirty (30) days of receipt of the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement (the applicable period, the “Review Period”), whether or not it accepts the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount. During the Review Period, Buyer shall provide all information, Books and Records that Seller (or its designee) and/or Sunningdale may reasonably require to enable it to perform a reasonable analysis of the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Interim Collected A/R Amount, the Final Collected A/R Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, as applicable, and Buyer shall cause to be made available the services of its employees as are reasonably necessary in order to provide the above mentioned information to Seller (or its designee) and/or Sunningdale; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer.
(ii) If Seller desires to object to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount, it shall deliver to Buyer on or before the last day of the Review Period a notice in writing (the “Objection Notice”) setting forth the item or items disputed, its reasons in reasonable detail for such disputes and the adjustments which, in its opinion, should be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount in order to comply with the requirements of this Section 3.3. The Parties shall use reasonable efforts to meet and discuss in good faith the objections raised in the Objection Notice and to reach agreement upon the adjustments required to be made to the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount within ten (10) Business Days after the delivery of the Objection Notice (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Inventory Adjustment Amount, the Closing A/R Adjustment Amount, the Collected A/R Adjustment Amount and/or the Rebate Amount and the Closing Inventory Statement, the Interim Settlement Statement or the Final Settlement Statement, as app...
Examination and Review. A volunteer, upon presenting identification, shall be permitted by appointment to examine and copy his/her complete County volunteer file, MCFRS operating, or medical record. The volunteer shall indicate in writing, to be placed in his/her file, that he/she has examined the same. The custodian of medical records may determine, consistent with State law, that certain medical information will only be released to the physician or attorney of the volunteer upon receipt of a signed release from the volunteer. Medical records will be maintained in accordance with Section Three of this Article. The County may retain and store records in various formats, including as electronically imaged documents.
Examination and Review. After receipt of the Signing Working Capital Statement, Investor shall have sixty (60) days (the “Review Period”) to review the Signing Working Capital Statement. During the Review Period, the Company Parties will make available at Investor’s reasonable request all records and work papers of the Company Parties used in preparing the Signing Working Capital Statement. If Investor disagrees with any of the amounts set forth in the Signing Working Capital Statement, Investor may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to Company Parent prior to the end of the Review Period (and in the event no Change Notice is provided during such period, Investor will be deemed to have agreed to and accepted the Signing Working Capital Statement). The Company Parties shall reasonably promptly cooperate with Investor in providing such information as Investor reasonably requests in connection with the review of the Signing Working Capital Statement. If Investor provides a Change Notice to Company Parent within the Review Period, the Signing Working Capital Statement and the components thereof included in the Change Notice shall be finally determined in accordance with the resolution of dispute procedures set forth in Section 2.4(a)(iii). If no Change Notice is provided by Investor prior to the expiration of the Review Period, the Signing Working Capital Statement shall be binding on the parties in all respects.
Examination and Review. The Administrative Agent shall have completed to its satisfaction a collateral security and operational examination of the Borrowers, including a review by its counsel of the insurance coverage maintained by the Borrowers with respect to the Pledged Inventory and its operating businesses.
Examination and Review. (i) After receipt of the Closing Working Capital Statement, the Remington Holders will have 30 days (the “Review Period”) to review the Closing
Examination and Review. (i) EXAMINATION. After receipt of the Earn-Out Statement, the Seller Representative shall have 30 days (the "Earn-Out Review Period") to review the Earn-Out Statement. During the Earn-Out Review Period, the Seller Representative and Seller's accountants are to be afforded full access to the books and records of the Company, the personnel of, and work papers prepared by, Buyer and/or Buyer's Accountants to the extent that they relate to the Earn-Out Statement and to such historical financial information (to the extent in Buyer's possession) relating to the Earn-Out Statement as the Seller Representative may reasonably request for the purpose of reviewing the Earn-Out Statement and to prepare the Earn-Out Statement of Objections (defined below), provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Buyer or the Company. (ii)
Examination and Review. (i) Examination. Seller Representative shall have 60 days (the “Review Period”) to review the Post-Closing Statement after delivery thereof. During the Review Period, Seller Representative and Seller Representative’s Accountants shall have such access as Seller Representative may reasonably request to the financial information and books and records of the Company and the personnel of Buyer and/or Buyer’s Accountants, in each case to the extent that they relate to the Post-Closing Statement, for the purpose of reviewing the Post-Closing Statement and to prepare a Statement of Objections, provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Buyer or the Company.
Examination and Review. (i) The Member Representative shall have a period of thirty (30) days after the date it receives the Closing Statement from Parent (the “Review Period”) to review the Closing Statement. During the Review Period, the Member Representative and its accountants shall have full access to the books and records of the Surviving Companies, the personnel of, and work papers prepared by, Parent and/or its independent accountants (subject to the execution of customary work paper access letters in form and substance reasonably satisfactory to such independent accountants, if so requested) to the extent that they relate to the Closing Statement and to such historical financial information (to the extent in Parent’s possession) relating to the Closing Statement as the Member Representative may reasonably request for the purpose of reviewing the Closing Statement and preparing a Statement of Objections; provided, however, that any access shall be conducted during normal business hours upon reasonable advance notice to Parent, under the supervision of Parent’s personnel and in such a manner as not to interfere with normal operations of Parent and its Affiliates (including the Company Group). Notwithstanding anything to the contrary in this Agreement, neither Parent nor any of its Affiliates (including, after the Closing, the Company Group) shall be required to disclose any information to the Member Representative if such disclosure would, in Parent’s reasonable judgment, (x) jeopardize any work product protection, attorney-client or other privilege or (y) contravene any applicable Law (including Privacy and Data Security Obligations, Antitrust Laws or Foreign Investment Laws), fiduciary duty or binding Contract (provided that Parent shall use commercially reasonable efforts (A) to allow for such disclosure in a manner that would not violate any such privilege or conflict with any such obligations or applicable Law and (B) to develop an alternative method to providing such information so as to address such matters that are reasonably acceptable to the Member Representative and Parent).
(ii) On or prior to the last day of the Review Period, the Member Representative may object to the Closing Statement by delivering to Parent a written statement setting forth its objections in reasonable detail, the dollar amount in dispute, the reasons supporting the Member Representative’s position and the resulting calculation of the items set forth in the Closing Statement (the “Statemen...
Examination and Review. After receipt of the Closing Date Inventory Statement, Sellers shall have thirty (30) days (the “Review Period”) to review the Closing Date Inventory Statement. On or prior to the last day of the Review Period, Sellers may object to the Closing Date Inventory Statement by delivering to Buyer a written statement setting forth their objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the “Statement of Objections”). If Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Date Inventory Statement and the Post-Closing Inventory Adjustment reflected in the Closing Date Inventory Statement shall be deemed to have been accepted by Sellers. If Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Sellers shall negotiate in good faith to resolve such objections within fifteen (15) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Adjustment and the Closing Date Inventory Statement, with such changes as may have been previously agreed in writing by Buyer and Sellers, shall be final and binding.
Examination and Review. After receipt of the Closing Working Capital Statement, Member Representative shall have 45 days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Member Representative and Member Representative’s accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Parent and/or Parent’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information relating to the Closing Working Capital Statement as Member Representative may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections (defined below), provided that such access shall be in a manner that does not materially interfere with the normal business operations of Parent or the Surviving Corporation.
