Review and Dispute Procedures. (i) Sellers shall have the right to review an Earn-Out Calculation for a period of 15 days following the delivery of an Earn-Out Calculation by Buyer (the “Earn-Out Review Period”). Sellers shall have the right to object to any item or computation appearing in an Earn-Out Calculation by notifying Buyer in writing of Sellers’ specific objections (and the basis thereof) prior to the expiration of the applicable Earn-Out Review Period. If Sellers do not deliver notice of any such objections prior to the expiration of the applicable Earn-Out Review Period, then the applicable Earn-Out Calculation, and all calculations made therein, shall be determinative for purposes of this Agreement and shall be final and binding. Any item or amount on an Earn-Out Calculation which is not objected to by Sellers in writing shall be deemed final, conclusive and binding upon the parties for all purposes.
Review and Dispute Procedures. (a) Within sixty (60) days of the end of each Fiscal Year, Buyer shall deliver to the Representative in writing its calculation of Adjusted Operating Income for such Fiscal Year and the amount of the Earnout Payment resulting therefrom (collectively, the “Earnout Calculations”), together with all supporting documentation necessary for a review of such Earnout Calculations. The Representative and its accountants and representatives shall at all reasonable times (and upon reasonable notice) be given full access to (and shall be allowed to make copies of) such books and records as may be reasonably necessary to confirm the preparation of the Earnout Calculations.
Review and Dispute Procedures. If the Sellers’ Representative disagrees in whole or in part with the Initial Calculation, then within forty-five (45) calendar days after its receipt of the Initial Calculation, the Sellers’ Representative shall notify the Purchaser of such disagreement in writing (the “Notice of Disagreement”), setting forth in reasonable detail the particulars of such disagreement. Any such Notice of Disagreement shall include a copy of the Initial Calculation, marked to indicate those specific line items that are in dispute (the “Disputed Line Items”), and shall be accompanied by the Sellers’ Representative’s calculation of the Disputed Line Items and the Sellers’ Representative’s revised calculation of the Base Purchase Price, the Closing Working Capital, the Closing Indebtedness, and/or the Transaction Fees, as applicable, and the resulting revised Closing Adjustment, it being understood that all items that are not Disputed Line Items shall be final, binding, and conclusive for all purposes hereunder. In the event that the Sellers’ Representative does not provide a Notice of Disagreement within such thirty (30) calendar day period, the Sellers shall be deemed to have accepted in full the Initial Calculation as prepared by the Purchaser, which shall be final, binding, and conclusive on Purchaser and the Sellers for all purposes hereunder. In the event that the Sellers’ Representative does provide a Notice of Disagreement within such thirty (30) calendar day period, all Disputed Line Items shall be resolved as provided below. The Purchaser and the Sellers’ Representative shall use all reasonable efforts for a period of thirty (30) calendar days following the delivery of the Notice of Disagreement (or such longer period as they may mutually agree in writing) to resolve any Disputed Line Items. If, at the end of such thirty (30) calendar day period (or such longer period as mutually agreed to, if applicable), the Purchaser and the Sellers’ Representative are unable to resolve such Disputed Line Items, then Xxxxx Xxxxxxxx LLP or, failing Xxxxx Xxxxxxxx LLP’s willingness to so serve, such other independent certified public accounting firm of recognized national standing as may be mutually agreed upon in writing by the Purchaser and the Sellers’ Representative (the “Settlement Accountant”), shall resolve any remaining Disputed Line Items in the manner provided below. The Purchaser and the Sellers’ Representative will enter into reasonable and customary arrangements for the ...
Review and Dispute Procedures. Within seventy-five (75) days of the end of each Fiscal Year, the Buyer shall submit to the Sellers' Representatives in writing the proposed figures for the applicable Basic Earnout Payment Calculations for the most recently ended Fiscal Year and, with respect to FY 2007, the Additional Earnout Payment Calculations (collectively, the "Earnout Calculations"), together with all supporting documentation necessary for a review of such Earnout Calculations. The Buyer shall give the Sellers' Representatives and other appropriate representatives of the Sellers such access during normal business hours to the books and records of each of the Buyer and the Company as the Sellers' Representatives shall reasonably request in order to evaluate such Earnout Calculations. If the Sellers' Representatives object to any of the Earnout Calculations within thirty (30) days of delivery thereof, they will deliver to the Buyer a notice of objection (an "Objection Notice") with respect to such Earnout Calculations. If no Objection Notice is delivered to the Buyer within such thirty (30) day period or if the Sellers' Representatives deliver to the Buyer a notice of acceptance of such calculations
Review and Dispute Procedures. 3.2.4.1. Xxxxx shall give Seller and other appropriate representatives of Seller such access during normal business hours to the books, records and personnel of Xxxxx relating to ELFS Business as Seller shall reasonably request in order to evaluate the Earn-Out Statements.
Review and Dispute Procedures. Within seventy-five (75) days of the end of each Performance Period, the Purchaser shall prepare in good faith and submit to the Seller a written statement (the “Earnout Statement”) setting forth the Purchaser’s calculation of Seller Achieved EBITDA, Seller Target EBITDA and Excess EBITDA, if any, and the resulting amount of the Earnout Payment, if any, for the most recently ended Performance Period (collectively, the “Earnout Calculations”), together with the monthly income statements and monthly balance sheets of the Seller Business for the applicable Performance Period prepared in a manner so as to reasonably determine the Earnout Calculations therefrom (the “Monthly Statements”); provided that, if at any time during the Performance Periods any member of the Owner Group does not or
Review and Dispute Procedures. (i) On or before February 15 of the year following the applicable Calculation Period, the Buyer shall submit to the Seller in writing the proposed calculation of the Actual Cash Royalty Revenue for such Calculation Period (the “Actual Cash Royalty Revenue Calculation”), together with supporting documentation reasonably necessary for the Seller review of such proposed Actual Cash Royalty Revenue Calculation.
Review and Dispute Procedures. (i) Within thirty (30) days following the end of each Calculation Period, Buyer shall submit to Seller in writing the proposed calculation of the Net Wholesale Sales for such Calculation Period (the “Net Wholesale Sales Calculation”), together with supporting documentation reasonably necessary for Seller review of such proposed Net Wholesale Sales Calculation.
Review and Dispute Procedures. (A) For each quarter during the Earnout Period, within five (5) days after the filing of the Purchaser’ quarterly report on Form 10-Q with the SEC, Purchaser shall prepare and deliver to the Sellers its good faith calculation of Gross Revenue for such quarter (the “Gross Revenue Statement”).
Review and Dispute Procedures
