Examination and Review. Following the Closing, each Party shall give the other Party(ies) and any accountants and authorized representatives of such other Party(ies) access, as may be reasonably requested from time to time by such other Party(ies) to the extent reasonably necessary, to the books, records and personnel of the Seller and the Business relating to periods on or prior to the Closing Date for the sole purpose of preparing, reviewing and resolving any disputes relating to the calculation of the Actual Working Capital. If the Seller disagrees with the Buyer’s determination of the Actual Working Capital, the Seller shall, within thirty (30) days after receipt of the Buyer’s determination of the Actual Working Capital, notify the Buyer in writing of such disagreement (in reasonable detail describing the nature of the disagreement asserted), and the Buyer and the Seller thereafter shall negotiate in good faith to resolve any such disagreements. If the Buyer and the Seller are unable to resolve any such disagreements within thirty (30) days after the Seller delivers the foregoing notice of disagreement, the Buyer and the Seller shall submit any amounts remaining in dispute (the “Disputed Amounts”) to an impartial and mutually agreed upon accounting firm of regional reputation other than the Parent’s, the Seller’s or the Buyer’s accountants (the “Independent Accounting Firm”) for resolution within thirty (30) days. Buyer and Seller shall execute, if requested by the Independent Accounting Firm, a reasonable engagement letter, including customary indemnification provisions in favor of the Independent Accounting Firm. Buyer and Seller shall direct the Independent Accounting Firm to render a determination in writing as promptly as practicable and in any event within 30 days after its retention and the Parties shall cooperate with the Independent Accounting Firm during its engagement and make available the records and workpapers reasonably necessary for its review. The Independent Accounting Firm shall only review the Disputed Amounts and in no event shall the decision of the Independent Accounting Firm provide for a calculation of any Disputed Amount that is less than the lowest value for such Disputed Amount claimed by the Buyer or the Seller, as applicable, or greater than the largest amount for such Disputed Amount claimed by the Buyer or the Seller, as applicable. The Independent Accounting Firm shall only consider those items and amounts in the Disputed Amounts that the Sel...
Examination and Review. A volunteer, upon presenting identification, shall be permitted by appointment to examine and copy his/her complete County volunteer file, MCFRS operating, or medical record. The volunteer shall indicate in writing, to be placed in his/her file, that he/she has examined the same. The custodian of medical records may determine, consistent with State law, that certain medical information will only be released to the physician or attorney of the volunteer upon receipt of a signed release from the volunteer. Medical records will be maintained in accordance with Section Three of this Article. The County may retain and store records in various formats, including as electronically imaged documents. Confidentiality must be maintained and assured in all formats. Unless otherwise expressly set forth in Sections One through Six, no other documents or information may be placed or maintained in the County volunteer file, MCFRS operating record, or medical file.
Examination and Review. After receipt of the Signing Working Capital Statement, Investor shall have sixty (60) days (the “Review Period”) to review the Signing Working Capital Statement. During the Review Period, the Company Parties will make available at Investor’s reasonable request all records and work papers of the Company Parties used in preparing the Signing Working Capital Statement. If Investor disagrees with any of the amounts set forth in the Signing Working Capital Statement, Investor may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to Company Parent prior to the end of the Review Period (and in the event no Change Notice is provided during such period, Investor will be deemed to have agreed to and accepted the Signing Working Capital Statement). The Company Parties shall reasonably promptly cooperate with Investor in providing such information as Investor reasonably requests in connection with the review of the Signing Working Capital Statement. If Investor provides a Change Notice to Company Parent within the Review Period, the Signing Working Capital Statement and the components thereof included in the Change Notice shall be finally determined in accordance with the resolution of dispute procedures set forth in Section 2.4(a)(iii). If no Change Notice is provided by Investor prior to the expiration of the Review Period, the Signing Working Capital Statement shall be binding on the parties in all respects.
Examination and Review. (i) After receipt of the Closing Working Capital Statement, Carlyle and X. Xxxxx shall have 30 days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Carlyle and X. Xxxxx and their accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Parent and Parent’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Parent’s possession) relating to the Closing Working Capital Statement as Carlyle and X. Xxxxx may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Parent or the Company.
Examination and Review. (i) After receipt of the proposed True-Up Adjustment, the City shall have thirty (30) days (the “Review Period”) to review the proposed True-Up Adjustment. During the Review Period, the City and the City’s accountants shall have full access to the relevant books and records of Buyer, the personnel of, and work papers prepared by, Xxxxx and/or Buyer’s accountants to the extent that they relate to the True- Up Adjustment and to such historical financial information (to the extent in Buyer’s possession) relating to the True-Up Adjustment as the City may reasonably request for the purpose of reviewing the proposed True-Up Adjustment and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Buyer.
Examination and Review. (i) After receipt of the Closing Working Capital Statement, Seller shall have fifteen (15) days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Seller and its accountants shall have full access to the relevant books and records of Buyer, the personnel of, and work papers prepared by, Buyer and/or its accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Closing Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections; provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer.
Examination and Review. (i) After receipt of the Closing Statement, Seller shall have 45 days (the “Review Period”) to review the Closing Statement. During the Review Period, Seller and its Representatives shall have reasonable access to the personnel of and copies of the relevant books and records of, and work papers prepared by, Buyer or its Representatives to the extent used in preparation of the Closing Statement as Seller may reasonably request in writing for the purpose of reviewing the Closing Statement; provided, that such access shall be during normal business hours, after reasonable advance written notice and in a manner that does not interfere with the normal business operations of Buyer.
Examination and Review. (i) After receipt of the Closing Statement, the Seller shall have thirty (30) days (the “Review Period”) to review the Closing Statement. During the Review Period, the Seller and the Seller’s accountants shall have full access to the books and records of the Company through the Closing Date, and work papers prepared by, the OpCo Buyer or the OpCo Buyer’s accountants to the extent that they relate to the Closing Statement and to such historical financial information (to the extent in the OpCo Buyer’s possession) relating to the Closing Statement as the Seller may reasonably request for the purpose of reviewing the Closing Statement and to prepare a Statement of Objections (defined below), provided, however, that such access shall be in a manner that does not interfere with the normal business operations of the OpCo Buyer or the Company.
Examination and Review. (i) After receipt of the Closing Working Capital Statement, Seller will have *** (***) days from the date on which Buyer has provided to Seller all access and information reasonably requested for such purposes (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Seller and its accountants will have full access to the relevant books and records of Buyer, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Closing Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections.
Examination and Review. The Administrative Agent shall have completed to its satisfaction a collateral security and operational examination of the Borrowers, including a review by its counsel of the insurance coverage maintained by the Borrowers with respect to the Pledged Inventory and its operating businesses.
