Review by Sellers. If Sellers disagree with the Closing Calculations, Sellers may, within forty-five (45) days after the receipt of the Closing Statement, deliver a written notice (an “Objection Notice”) to Buyer setting forth Sellers’ computation of any or all of the Closing Calculations, as the case may be, and such information, arguments and support used in preparing such computation. If Buyer has not received an Objection Notice within forty-five (45) days after Sellers have received the Closing Statement, then the parties will be deemed to have agreed to all of the Closing Calculations and such amounts shall be deemed final and binding on the parties hereto. If Buyer has received an Objection Notice within forty-five (45) days after Sellers have received the Closing Statement, Buyer and Sellers will attempt, in good faith, to resolve any disputes, as set forth in the Objection Notice, as to the computation of any disputed Closing Calculations. If Buyer and Sellers do not achieve final resolution within thirty (30) days after Buyer has received the Objection Notice, then Buyer and Sellers will retain an accounting firm of recognized national standing which is independent with respect to Buyer and Sellers (the “Accountant”), to resolve any remaining disputes. The Accountant will consider only those items and amounts in the Closing Statement set forth in the Objection Notice which Buyer and Sellers are unable to resolve. Buyer and Sellers shall each make a submission to the Accountant within twenty (20) days after the Accountant’s engagement, which submission shall contain a computation of the Closing Calculations and information, arguments, and support for such computation. The Accountant shall review such submissions and base its determination solely on such submissions (without an independent review). In resolving any disputed item, the Accountant may not assign a value to any item greater than the greatest value for such item claimed by Buyer or Sellers or less than the smallest value for such item claimed by Buyer or Sellers. The Accountant’s determination will be based on the definitions contained in this Agreement of each of individual components of the Closing Calculations. The determination of the Accountant will be conclusive and binding upon the parties. Sellers and Buyer shall pay the portion of the fees and costs of the Accountant (“Accountant Costs”), if any, determined by multiplying the amount of the Accountant Costs by a fraction the numerator of which is ...
Review by Sellers. Following receipt of the Auditors’ Report, Sellers will be afforded a period of thirty (30) days to review the Closing Balance Sheet, audit working papers, and the Auditors’ Report on the Closing Financial Statements. At or before the end of that period, Sellers will either (i) accept the Auditors’ Report in its entirety, in which case the Closing Assets and the Closing Liabilities will be deemed to be as set forth on the Auditors’ Report, or (ii) deliver to the Purchaser and the Auditors written notice and a detailed written explanation of those items in the Auditors’ Report or Closing Balance Sheet which Sellers dispute, in which case the net book value of the Closing Assets and the book amount of the Closing Liabilities not affected by the disputed items will be deemed to be as set forth on the Auditors’ Report and the items identified by Sellers shall be deemed to be in dispute. Within a further period of thirty (30) days from the end of the aforementioned review period, the Parties will attempt to resolve in good faith any disputed items. Failing such resolution, the unresolved disputed items will be referred for final binding resolution to a second internationally-recognized firm of certified public accountants mutually acceptable to the Purchaser and Sellers. The identity of this second accountant shall be immediately notified by both Parties to the Escrow Agent upon appointment. The net book value of Closing Assets and book amount of Closing Liabilities affected by such unresolved disputed items (if any) will be deemed to be as determined by such second firm in accordance with the accounting principles described in this clause 4.3(c) within thirty (30) days of such reference. The decision of such second firm will not be appealable by the Purchaser or Sellers. The fees of the second firm of certified public accountants will be shared equally between Purchaser and Sellers.
Review by Sellers. The Sellers must complete their examination and review of the draft ROW Completion Accounts within 20 Business Days after receipt of them (ROW Review Period) and deliver to the Buyer the report contemplated by clause 3.2 of this Schedule 7 by the end of the ROW Review Period.
Review by Sellers. 8.2.1 To the extent Sellers believe that the Effective Date Adjustment Statement has not been prepared in accordance with this Agreement, Sellers may, collectively and by notice made by Xxxxxxxx Holding, raise objections to the Effective Date Adjustment Statement within thirty (30) calendar days after receipt of the Effective Date Adjustment Statement by providing Purchaser with a statement of objections specifying the relevant positions, the reasons for each objection and the amounts in dispute in detail.
