Adjustment Statement Review. Sellers shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Sellers believe that either was not prepared in accordance with Section 2.4.1, Sellers shall so notify Buyer in writing no later than thirty (30) days after Sellers’ receipt of the Preliminary Adjustment Statement, setting forth in such notice Sellers’ objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity of the adjustments which Sellers’ claims are required to be made thereto in order to conform same to the terms of Section 2.4.1. Buyer shall cause the Company and its officers, employees, agents and representatives to provide reasonable cooperation with the accountants and advisors of Sellers in the review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall cause the books and records of the Company used by the Company in the preparation of the Preliminary Adjustment Statement to be made available during normal business hours to such representatives, and shall cause the necessary personnel of the Company to assist such representatives in their review of the Preliminary Adjustment Statement, including making available electronic files or by granting such persons reasonable access to the facilities of the Company, in each case, upon reasonable advance notice. The fees and expenses of any such accountants and advisors retained by Seller shall be paid by Xxxxxxx.
Adjustment Statement Review. Seller shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Seller believes that either was not prepared in accordance with Section 2.4.1, Seller shall so notify Buyer in writing no later than thirty (30) days after Seller’s receipt thereof, setting forth in such notice, Seller’s objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity of the adjustments which Seller claims are required to be made thereto in order to conform the same to the terms of Section 2.4.1. Buyer shall cause the Company and its officers, employees, agents and representatives to cooperate with all representatives of Seller in the review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall cause the books and records of the Company to be made available during normal business hours to such representatives, and shall cause the necessary personnel of the Company to assist such representatives in their review of the Preliminary Adjustment Statement, including granting such persons reasonable access to the facilities, network databases and other assets of the Company, in each case, upon reasonable advance notice.
Adjustment Statement Review. Sellers’ Representative shall notify Buyer in writing no later than the thirtieth (30th) day after Sellers’ Representative’s receipt of the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment setting forth in such written notice Sellers’ Representative’s objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Sellers’ Representative claims are required to be made thereto in order to conform the same to the terms of Section 2.4.1.
Adjustment Statement Review. If Seller believes that the Preliminary Adjustment Statement is inaccurate or was not properly prepared in accordance with Section 2.7(a), Seller shall so notify Purchaser no later than twenty-one (21) days after Seller’s receipt thereof, setting forth in such notice its objections to the Preliminary Adjustment Statement with particularity and the specific changes which Seller claims are required to be made in order to conform the Preliminary Adjustment Statement to the terms of Section 2.7(a).
Adjustment Statement Review. Sellers shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and shall notify Buyers in writing of any dispute they have with respect to the content of the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment within fifteen (15) days after receipt of the Preliminary Adjustment Statement, setting forth in such written notice their objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Sellers claim are required to be made thereto.
Adjustment Statement Review. The Company shall notify Buyer in writing no later than sixty (60) days after the Company’s receipt of the Preliminary Adjustment Statement and the supporting documentation required by Section 2.8.1 setting forth in such written notice the Company’s objections to any information set forth in the Preliminary Adjustment Statement and the changes or adjustments that the Company claims are required to be made to the calculations set forth in the Preliminary Adjustment Statement in order to conform the same to the terms of Section 2.8.1. Any items not objected to by the Company in such written notice shall be deemed accepted by the Company.
Adjustment Statement Review. Stockholders’ Representative shall notify Parent in writing no later than the thirtieth (30th) day after Stockholders’ Representative’s receipt of the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment, setting forth in such written notice Stockholders’ Representative’s objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Stockholders’ Representative claims are required to be made thereto in order to conform the same to the terms of this Agreement.
Adjustment Statement Review. If the Stockholders’ Representative reasonably believes that the Preliminary Adjustment Statement is inaccurate or was not properly prepared in accordance with Section 2.5.1, the Stockholders’ Representative shall so notify the Purchaser no later than thirty (30) days after the Stockholders’ Representative’s receipt thereof (the “Notice of Disagreement”), setting forth in the Notice of Disagreement its objections to the Preliminary Adjustment Statement with particularity and the specific changes which the Stockholders’ Representative proposes to be made in order to conform the Preliminary Adjustment Statement to the terms of Section 2.5.1.
Adjustment Statement Review. If the Seller believes that the Preliminary Adjustment Statement is inaccurate or was not properly prepared in accordance with this Agreement, the Seller shall so notify the Purchaser no later than thirty (30) days after the Seller’s receipt thereof (the “Dispute Notice”), setting forth in the Dispute Notice each of its objections to the Preliminary Adjustment Statement, describing in reasonable detail the basis (and the amount in dispute) for each such objection and the changes which the Seller proposes to be made in order to conform the Preliminary Adjustment Statement to the terms of this Agreement.
Adjustment Statement Review. If the Parent reasonably believes that the Preliminary Adjustment Statement is inaccurate or was not properly prepared in accordance with Section 2.9.1, the Parent shall so notify the Purchaser no later than thirty (30) days after the Parent’s receipt thereof (the “Notice of Disagreement”), setting forth in the Notice of Disagreement the Seller Parties’ objections to the Preliminary Adjustment Statement with reasonable particularity and the specific changes which the Seller Parties propose to be made in order to conform the Preliminary Adjustment Statement to the terms of Section 2.9.1.
