Review; Disputes. (a) From and after the Closing, Buyer shall provide Seller and any accountants or advisors retained by Seller with reasonable access to the Records of the Group Companies for the purpose of enabling Seller and its accountants and advisors to calculate, and to review Buyer’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness, Transaction Expenses, Purchase Price, and the Earn-Out Payment; provided, however, that such reasonable access shall be (i) at Seller’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not interfere with the normal business operations of Buyer, any of the Group Companies, or their respective Affiliates.
Review; Disputes. For Review Disputes the submitted RESPONSE and attached documentation from the Municipality will be referred to the MDOT Appeal Panel. The Appeal Panel consists of four Bureau Directors, three of which will constitute a quorum.
Review; Disputes. If Sellers holding a majority of the Shares dispute the calculations contained in the Report, then Sellers’ Representative shall deliver a written notice (a “Dispute Notice”) to Purchaser prior to the 15th Business Day following Sellers’ Representative’s receipt of the Report (“Review Period”). The Dispute Notice shall set forth, in reasonable detail, each disputed item and amount and the basis for Sellers’ Representative’s disagreement, together with supporting calculations. If Purchaser does not receive a Dispute Notice prior to the expiration of the Review Period, then the amount of the Actual Working Capital contained in the Report shall be deemed accepted by Sellers and the Purchase Price shall be adjusted pursuant to Section 3.3.1(c). If Purchaser has received a Dispute Notice from Sellers’ Representative, then Sellers’ Representative, on behalf of Sellers, and Purchaser shall use Commercially Reasonable Efforts to reach agreement on the amount of the Actual Working Capital. If Sellers and Purchaser are unable to reach agreement within ten (10) Business Days after the date Purchaser received the Dispute Notice, either Party shall have the right to refer such matter to the Neutral Accounting Firm on or after such 10th Business Day. The Neutral Accounting Firm shall determine the Actual Working Capital within 15 days of such referral and shall deliver a copy of its calculations (the “Neutral Accounting Firm Calculations”) to Sellers’ Representative and Purchaser, and such determination shall be final and binding on Purchaser and Sellers for all purposes of this Agreement. The fees and expenses of the Neutral Accounting Firm shall be paid by Purchaser if the difference between the Actual Working Capital shown in the Report and the Actual Working Capital shown in the Neutral Accounting Firm Calculations is more than Thirty Thousand Dollars ($30,000) and shall be paid by Sellers if the difference between the Actual Working Capital shown in the Report and the Actual Working Capital shown in the Neutral Accounting Firm Calculations is equal to or less than Thirty Thousand Dollars ($30,000). If neither Party exercises its right to refer such matter to the Neutral Accounting Firm within five (5) Business Days of the time such right accrues, Purchaser’s calculation of the Actual Working Capital shall be final and binding.
Review; Disputes. (i) From and after the delivery of the Closing Date Schedule, Parent shall cause the Surviving Corporation to provide the Equityholders Representative and any accountants or advisors retained by the Equityholders Representative with reasonable access to the books and records of the Surviving Corporation during normal business hours for the purposes of: (A) enabling the Equityholders Representative and its accountants and advisors to calculate, and to review the Surviving Corporation’s calculation of, Closing Debt, Closing Cash, Closing Net Working Capital Amount and Unpaid Company Transaction Expenses; and (B) identifying any dispute related to the calculation of any of Closing Debt, Closing Cash, Closing Net Working Capital Amount and Unpaid Company Transaction Expenses in the Closing Date Schedule.
Review; Disputes. (i) During the Review Period, Buyer shall, and shall cause the Company to, provide to Seller and any accountants or advisors retained by Seller with reasonable access to such books and records of the Company to the extent they relate to the Closing Balance Sheet and the Closing Date Schedule for the purposes of: (A) enabling Seller and its accountants and advisors to calculate, and to review the Company’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Debt and the Unpaid Company Transaction Expenses; and (B) identifying any dispute related to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Debt or the Unpaid Company Transaction Expenses. Any such review by Seller and its respective accountants and advisors shall be conducted during normal business hours upon reasonable advance notice to Buyer, under the supervision of Buyer’s personnel. Seller shall be responsible for the fees and expenses of any such accountants and advisors it retains for such purposes.
Review; Disputes. (i) From and after the Effective Time, the Surviving Company shall provide the Representative and any accountants or advisors retained by the Representative with full access, upon reasonable notice by the Representative and during normal business hours, to the books and records and personnel of the Surviving Company for the purposes of: (A) enabling the Representative and its accountants and advisors to calculate, and to review the Closing Balance Sheet and the Surviving Company’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Closing Debt and Company Expenses; and (B) identifying any dispute related to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Closing Debt and Company Expenses in the Closing Date Schedule. The reasonable fees and expenses of any such accountants and advisors retained by the Representative shall be reimbursable expenses pursuant to Section 8.7 of this Agreement.
Review; Disputes. (i) From and after the Closing, the Member shall provide Holdco and Holdco shall provide the Member, and each shall provide any accountants or advisors retained by Holdco or the Member with reasonable access, during normal business hours, to the relevant books and records of the Company used in the preparation of, or otherwise reasonably relevant to the items referenced in Section 1.08(a). If the Member disputes the calculation of any of the items referenced in Section 1.08(a), then the Member shall deliver a written notice (a “Dispute Notice”) to Holdco at any time during the thirty (30)-day period commencing upon delivery to the Member of all of the items referenced in Section 1.08(a) (the “Review Period”). The Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail.
Review; Disputes. (i) From and after the delivery of the Closing Date Adjustment Amount Schedule, the Buyer shall provide the Seller and any accountants or advisors retained by the Seller with reasonable access, during normal business hours, to the relevant books and records of the Buyer and its Affiliates used by the Buyer in the preparation of, or otherwise reasonably relevant to, the Closing Date Adjustment Amount Schedule for the purposes of (A) enabling the Seller and its accountants and advisors to calculate, and to review the Buyer’s calculation of, the Adjustment Amount, and (B) identifying any dispute related to the calculation of the Adjustment Amount. The fees and expenses of any such accountants and advisors retained by the Seller shall be paid by the Seller.
Review; Disputes. (i) From and after the Closing, Buyer shall and shall cause the Company to provide the Shareholders’ Representative and any accountants or advisors retained by the Shareholders’ Representative with full access to the books and records of the Company for the purposes of: (A) enabling the Shareholders’ Representative and its accountants and advisors to calculate, and to review the Company’s calculation of, the Closing Net Working Capital Amount, Closing Cash, Identified Capital Expenditures, Closing Debt and the Unpaid Company Transaction Expenses; and (B) identifying any dispute related to the calculation of any of the Closing Net Working Capital Amount, Closing Cash, Identified Capital Expenditures, Closing Debt or the Unpaid Company Transaction Expenses. The reasonable fees and expenses of any such accountants and advisors retained by the Shareholders’ Representative shall not be the personal obligations of the Shareholders’ Representative and shall be paid by the Shareholders’ Representative (on behalf of the Sellers) from the Shareholders’ Representative Expense Fund.
Review; Disputes. Section 8.6.1 In the event of a dispute relating to the matters governed by this Article 8, the Stockholders’ Agent or Parent, as the disputing party (the “Disputing Party”) shall deliver a written notice (a “Tax Dispute Notice”) to the other party (the “Receiving Party”) setting forth in detail the principal basis for the dispute and the Disputing Party’s proposed resolution of such dispute.
