Closing Net Cash Statement Clause Samples

Closing Net Cash Statement. (a) Buyers’ Representative will prepare and deliver to Sellers’ Representative a statement of the Net Cash Amount (the “Closing Net Cash Statement”) at least five Business Days prior to each Adjustment Date (the “Delivery Date"). In connection with the preparation of the Closing Net Cash Statement, Freedom will allow Buyers’ Representative and Sellers’ Representative reasonable access to books, records and relevant personnel of the Companies (including temporary office space at the Companies’ offices) for the purpose of preparing, or observing and participating in the preparation of, the Closing Net Cash Statement. (b) The Closing Net Cash Statement for the third Adjustment Date will be deemed to be the final, binding and conclusive Closing Net Cash Statement (the “Final Closing Net Cash Statement”) for all purposes on the tenth Business Day after the third Adjustment Date unless Sellers’ Representative delivers to Buyers’ Representative written notice of Sellers’ disagreement (a "Notice of Disagreement”) prior to such date specifying in reasonable detail the nature of Sellers’ objections to the Closing Net Cash Statement. During the ten Business Day period following the Delivery Date for the third Adjustment Date, Freedom will cause Sellers and Sellers’ Representative to be provided with access at reasonable times, following reasonable notice, to books, records and relevant personnel of the Companies for the purpose of preparing any Notice of Disagreement, provided that such access will not interfere with the normal work duties of any such personnel. Sellers hereby waive the right to assert any objection to the Closing Net Cash Statement that is not asserted in a Notice of Disagreement delivered to Buyers’ Representative within ten Business Days after the Delivery Date for the third Adjustment Date. If a Notice of Disagreement is delivered to Buyers’ Representative within such ten Business Days, then the Closing Net Cash Statement (as adjusted, pursuant to Section 2.2(c) below, if necessary) will be deemed to be the Final Closing Net Cash Statement for all purposes on the earlier of (x) the date Buyers’ Representative and Sellers’ Representative resolve in writing all differences they have with respect to the Closing Net Cash Statement or (y) the date the disputed matters are resolved in writing by the Unaffiliated Firm. In the event that disputed matters are resolved by the Unaffiliated Firm (as set forth below in accordance with the terms hereof), the F...