Common use of Inspections of Books and Records Clause in Contracts

Inspections of Books and Records. During the thirty (30) day period following delivery of the EBITDA Report, Buyer shall permit Sellers’ Representative and Sellers’ accountants, upon reasonable notice at a mutually agreed upon time during normal business hours, to have full access to the books, records, accountants and personnel of Buyer and to make such inspections and copies of such books and records as they may reasonably request, from time to time to verify the amounts included in the EBITDA Report. Absent fraud, any such EBITDA Report shall become final and binding upon the Parties on the thirtieth (30th) day following delivery thereof, unless Sellers’ Representative shall have given written notice of disagreement (“Earnout Dispute Notice”), to Buyer prior to such date. Any Earnout Dispute Notice shall specify in reasonable detail the nature of any disagreement so asserted. During the twenty (20) day period following the delivery of an Earnout Dispute Notice, Sellers’ Representative and Buyer shall seek in good faith to resolve any differences which they may have with respect to the matters specified in such Earnout Dispute Notice.

Inspections of Books and Records. During the thirty (30) day period following delivery of the EBITDA Report, Buyer shall permit Sellers’ Representative and Sellers’ accountants, upon reasonable notice at a mutually agreed upon time during normal business hours, to have full access to the books, records, accountants and personnel of Buyer and to make such inspections and copies of such books and records as they may reasonably request, from time to time to verify the amounts included in the EBITDA Report. Absent fraud, any Any such EBITDA Report shall become final and binding upon the Parties on the thirtieth (30th) day following delivery thereof, unless Sellers’ Representative shall have given written notice of disagreement (“Earnout Dispute Notice”), to Buyer prior to such date. Any Earnout Dispute Notice shall specify in reasonable detail the nature of any disagreement so asserted. During the twenty (20) day period following the delivery of an Earnout Dispute Notice, Sellers’ Representative and Buyer shall seek in good faith to resolve any differences which they may have with respect to the matters specified in such Earnout Dispute Notice.