Adjustment Statement Review Sample Clauses
The Adjustment Statement Review clause establishes the process by which parties examine and verify the accuracy of an adjustment statement, typically related to financial reconciliations or post-closing adjustments in a transaction. This clause outlines the timeframe for review, the method for raising objections or discrepancies, and the steps for resolving any identified issues, such as through negotiation or third-party determination. Its core function is to ensure transparency and fairness in finalizing financial settlements, reducing the risk of disputes by providing a clear mechanism for addressing disagreements over adjustments.
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Adjustment Statement Review. Stockholders’ Representative, on behalf of all Company Stockholders, shall review the Preliminary Adjustment Statement and the Preliminary Post- Closing Adjustment and, if Stockholders’ Representative believes that either was not prepared in accordance with Section 2.9.1 or is otherwise incorrect, Stockholders’ Representative shall so notify Parent in a single writing no later than thirty (30) days after Stockholders’ Representative’s receipt of the Preliminary Adjustment Statement, setting forth in such written notice Stockholders’ Representative’s objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity (including with reasonable specificity the rationale and calculation for each objection and supporting documentation) of the adjustments which Stockholders’ Representative claims are required to be made thereto. Any item or amount that is not expressly objected to in such written notice shall be deemed agreed and final. From the date of delivery of the Preliminary Adjustment Statement and until the end of such thirty (30)-day period, Parent shall cause the Surviving Corporation to provide reasonable cooperation with the accountants and advisors of Stockholders’ Representative in the review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall cause the books and records of the Surviving Corporation used in the preparation of the Preliminary Adjustment Statement to be made available during normal business hours to such Representatives, and shall cause the necessary personnel of the Surviving Corporation responsible for the preparation of the Preliminary Adjustment Statement to assist such Representatives in their review of the Preliminary Adjustment Statement. The fees and expenses of any such accountants and advisors retained by Stockholders’ Representative shall be paid by Stockholders’ Representative.
Adjustment Statement Review. Seller shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Seller believes that either was not prepared in accordance with Section 2.4.1, Seller shall so notify Buyer in writing no later than thirty (30) days after Seller’s receipt thereof, setting forth in such notice Seller’s objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity of the adjustments which Seller claims are required to be made thereto in order to conform the same to the terms of Section
2.4.1. Buyer shall cause the Acquired Companies and their respective officers, employees, agents and Representatives to reasonably cooperate with all Representatives of Seller in the review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall cause all books and records of the Acquired Companies that relate to the Preliminary Adjustment Statement (including the calculation thereof) to be made available during normal business hours to such Representatives, in each case, upon reasonable advance notice and in a manner so as to not unreasonably interfere with the operations of the Buyer or the Acquired Companies.
Adjustment Statement Review. Sellers’ Representative shall notify Buyer in writing no later than the thirtieth (30th) day after Sellers’ Representative’s receipt of the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment setting forth in such written notice Sellers’ Representative’s objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Sellers’ Representative claims are required to be made thereto in order to conform the same to the terms of Section 2.4.1.
Adjustment Statement Review. Seller shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Seller reasonably believes that either was not prepared in accordance with Section 3.4.1 or that there was an inaccuracy or error in the preparation thereof in accordance with Section 3.4.1, Seller shall so notify Buyer in writing no later than the thirtieth (30th) day after Seller’s receipt thereof, setting forth in such notice Seller’s objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Seller claims are required to be made thereto in order to conform the same to the terms of Section 3.4.1. Any notice of objection delivered pursuant to this Section 3.4.2 shall specify in reasonable detail the nature of any disagreement so asserted. Buyer shall cooperate fully with all representatives of Seller in the review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall cause the books and records of Buyer to be made available during normal business hours to such representatives, and shall cause the necessary personnel of Buyer to assist such representatives in the review of the Preliminary Adjustment Statement, including granting such persons access to the facilities and other assets of the Buyer upon reasonable advance notice.
Adjustment Statement Review. Seller shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and shall notify Buyer in writing of any dispute it has with respect to the content of the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within thirty (30) days after receipt of the Preliminary Adjustment Statement setting forth in such written notice its objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Seller claims are required to be made thereto.
Adjustment Statement Review. If the Sellers’ Representative reasonably believes that the Preliminary Adjustment Statement is inaccurate or was not properly prepared in accordance with Section 2.5.1, the Sellers’ Representative shall so notify the Purchaser no later than thirty (30) days after the Sellers’ Representative’s receipt thereof (the “Notice of Disagreement”), setting forth in the Notice of Disagreement its objections to the Preliminary Adjustment Statement with particularity and the specific changes that the Sellers’ Representative proposes to be made in order to conform the Preliminary Adjustment Statement to the terms of Section 2.5.1.
Adjustment Statement Review. If the Equityholders’ Representative believes that the Preliminary Adjustment Statement is inaccurate or was not properly prepared in accordance with Section 2.11.1, the Equityholders’ Representative shall so notify the Purchaser no later than thirty (30) days after the Equityholders’ Representative’s receipt thereof, setting forth in such notice its objections to the Preliminary Adjustment Statement with reasonable particularity (the “Objections Statement”).
Adjustment Statement Review. No later than the 10th day after Seller receives the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment, Seller shall notify Buyer in writing of any objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Seller claims are required to be made thereto in order to conform the same to the terms of Section 2.4.1.
Adjustment Statement Review. If Sellers’ Representative reasonably believes that the Preliminary Adjustment Statement was not prepared in accordance with Section 2.6.1, Sellers’ Representative shall so notify Buyer no later than 30 days after his receipt thereof, setting forth in such notice his objections to the Preliminary Adjustment Statement with particularity and the specific changes which Sellers’ Representative claims are required to be made in order to conform it to the terms of Section 2.6.
1. In the event of such notification of a dispute, Buyer and Sellers’ Representative shall negotiate in good faith to resolve such dispute, which shall include each side exchanging in writing their positions concerning the matter or matters in dispute and a meeting to discuss their respective positions.
Adjustment Statement Review. Seller Representative shall review the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Seller Representative believes that it was not prepared in accordance with Section 2.3(a), Seller Representative shall so notify Purchaser in writing no later than 45 days after Seller Representative’s receipt thereof, setting forth in such notice, Seller Representative’s objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity of the adjustments which Seller Representative claims are required to be made thereto to conform the same to the terms of Section 2.3(a). Purchaser shall cause the Company and its employees, agents and Representatives to reasonably cooperate with Seller Representative in its review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall cause the Books and Records to be made available during normal business hours to Seller Representative.