Common use of Adjustment Statement Review Clause in Contracts

Adjustment Statement Review. Sellers’ Representative shall review the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Sellers’ Representative reasonably believes that any of them was not prepared in accordance with this Agreement, Sellers’ Representative shall so notify Buyer in writing no later than thirty (30) days after Sellers’ Representative’s receipt thereof, setting forth in such notice Sellers’ Representative’s objection or objections to the Closing Balance Sheet, Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments that Sellers’ Representative claims are required to be made thereto in order to conform the same to the terms of this Agreement. Buyer and Sellers shall each make readily available to the other all of their relevant work papers and books and records relating to the Acquired Companies, the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment as are requested by Buyer or Sellers and shall use commercially reasonable efforts to cooperate with each other in resolving any disputed matters. Any notice of objection delivered pursuant to this Section 2.5.2 shall specify in reasonable detail the nature of any disagreement so asserted.

Adjustment Statement Review. Sellers’ Representative Seller shall review the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Sellers’ Representative reasonably Seller believes that any of them either was not prepared in accordance with this AgreementSection 2.4.1, Sellers’ Representative Seller shall so notify Buyer in writing (an “Notice of Objection”) no later than thirty (30) days after Sellers’ RepresentativeSeller’s receipt thereofthereof (the “Seller Review Period”), setting forth in such notice Sellers’ Representativenotice, (i) Seller’s objection or objections to the Closing Balance Sheet, Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity and of the specific changes or adjustments that Sellers’ Representative which Seller claims are required to be made thereto in order to conform the same to the terms of this AgreementSection 2.4.1, and (ii) Seller’s basis for such dispute together with Seller’s calculation of such item or amount. Buyer Items which are not specifically objected to in the Notice of Objection shall deemed to be irrevocably accepted by Seller and Sellers shall each make readily available may not be subsequently objected to. Subject to the other execution by Seller and its outside accountants of customary access letters, Buyer shall cause the Company and its officers, employees, agents and representatives to, during the Seller Review Period, cooperate with all representatives of their relevant work papers and books and records relating to Seller in the Acquired Companies, the Closing Balance Sheet, review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall cause the books and records of the Company utilized in the preparation of the Preliminary Post-Closing Adjustment as are requested by Buyer or Sellers Statement to be made available during normal business hours to such representatives, and shall use commercially reasonable efforts cause the reasonably necessary personnel of the Company to cooperate with each other assist such representatives in resolving any disputed matters. Any notice their review of objection delivered pursuant to this Section 2.5.2 shall specify in reasonable detail the nature of any disagreement so assertedPreliminary Adjustment Statement.

Adjustment Statement Review. Sellers’ Representative Seller shall review the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Sellers’ Representative Seller reasonably believes that any of them either was not prepared in accordance with this AgreementSection 3.4.1 or that there was an inaccuracy or error in the preparation thereof in accordance with Section 3.4.1, Sellers’ Representative Seller shall so notify Buyer in writing no later than thirty the thirtieth (3030th) days day after Sellers’ RepresentativeSeller’s receipt thereof, setting forth in such notice Sellers’ RepresentativeSeller’s objection or objections to the Closing Balance Sheet, Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments that Sellers’ Representative which Seller claims are required to be made thereto in order to conform the same to the terms of this Agreement. Buyer and Sellers shall each make readily available to the other all of their relevant work papers and books and records relating to the Acquired Companies, the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment as are requested by Buyer or Sellers and shall use commercially reasonable efforts to cooperate with each other in resolving any disputed mattersSection 3.4.1. Any notice of objection delivered pursuant to this Section 2.5.2 3.4.2 shall specify in reasonable detail the nature of any disagreement so asserted. Buyer shall cooperate fully 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 Buyer to be made available during normal business hours to such representatives, and shall cause the necessary personnel of Buyer to assist such representatives in the review of the Preliminary Adjustment Statement, including granting such persons access to the facilities and other assets of the Buyer upon reasonable advance notice.

Adjustment Statement Review. Sellers’ Representative Representative, on behalf of all Sellers, shall review the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Sellers’ Representative reasonably believes that any of them either was not prepared in accordance with this AgreementSection 2.5.1, Sellers’ Representative shall so notify Buyer in writing no later than thirty the thirtieth (30) days day after Sellers’ Representative’s Representative receipt thereof, setting forth in such notice Sellers’ Representative’s Representative objection or objections to the Closing Balance Sheet, Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments that which Sellers’ Representative claims are required to be made thereto in order to conform the same to the terms of this Agreement. Buyer and Sellers shall each make readily available to the other all of their relevant work papers and books and records relating to the Acquired Companies, the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment as are requested by Buyer or Sellers and shall use commercially reasonable efforts to cooperate with each other in resolving any disputed mattersSection 2.5.1. Any notice of objection delivered pursuant to this Section 2.5.2 shall specify in reasonable detail the nature of any disagreement so asserted. Buyer shall cause the Acquired Companies to reasonably cooperate with all representatives of Sellers (including Sellers’ Representative) in the review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall cause the books and records of the Acquired Companies to be made available during normal business hours to such representatives, and shall cause the necessary personnel of the Acquired Companies to assist such representatives in their review of the Preliminary Adjustment Statement, including granting such persons access to the facilities and other assets of the Acquired Companies, in each case, upon reasonable advance notice; provided, that none of the foregoing unreasonably interferes with the normal business operations of Buyer or its Affiliates (including the Acquired Companies).