Common use of Adjustment Statement Review Clause in Contracts

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 Sellers’ Representative shall review the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment and, if Seller Sellers’ Representative reasonably believes that either any of them 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 3.4.1this Agreement, Seller Sellers’ Representative shall so notify Buyer in writing no later than the thirtieth thirty (30th30) day days after SellerSellers’ Representative’s receipt thereof, setting forth in such notice SellerSellers’ Representative’s objection or objections to the Closing Balance Sheet, Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Seller that Sellers’ Representative claims are required to be made thereto in order to conform the same to the terms of Section 3.4.1this Agreement. Buyer and Sellers shall each make readily available to the other all of their relevant work papers and books and records relating to the Acquired Companies, the Closing Balance Sheet, the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment as are requested by Buyer or Sellers and shall use commercially reasonable efforts to cooperate with each other in resolving any disputed matters. Any notice of objection delivered pursuant to this Section 3.4.2 2.5.2 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, if Seller reasonably believes Sellers believe 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 3.4.12.4.1, Seller shall so notify Buyer in writing no later than thirty (30) days after Sellers’ receipt of the thirtieth (30th) day after Seller’s receipt thereofPreliminary Adjustment Statement, setting forth in such notice Seller’s Sellers’ objection or objections to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with reasonable particularity and of the specific changes or adjustments which Seller Sellers’ 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 asserted2.4. 1. Buyer shall cooperate fully cause the Company and its officers, employees, agents and representatives to provide reasonable cooperation with all representatives the accountants and advisors of Seller Sellers in the review of the Preliminary Adjustment Statement and, without limiting the generality of the foregoing, shall cause the books and records of Buyer the Company used by the Company 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 Buyer the Company to assist such representatives in the their review of the Preliminary Adjustment Statement, including by granting such persons reasonable access to the facilities and other assets of the Buyer Company, in each case, upon reasonable advance notice. The fees and expenses of any such accountants and advisors retained by Seller shall be paid by Sellers.