Common use of Objection Clause in Contracts

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or item, its amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement calculations contained therein shall be deemed to have been accepted by Sellerand to be final and binding on Seller and Buyer. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Statement and the Closing Working Capital Statement calculations contained therein, in each case with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and bindingbinding on Seller and Buyer and shall not be subject to further review.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Settlement Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Settlement Statement and the PostTrue-Closing AdjustmentUp Surplus or True-Up Deficit, as the case may be, reflected in the Closing Working Capital Settlement Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the PostTrue-Closing Adjustment Up Surplus or True-Up Deficit, as the case may be, and the Closing Working Capital Settlement Statement with such changes as may have been previously agreed in writing by Buyer and Seller, Seller shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the any Closing Working Capital Statement by delivering causing Sellers’ Agent to deliver to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating by Company each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the a “Statement of Objections”). If Seller fails Sellers fail to deliver the a Statement of Objections before the expiration of the Review Period, the then each Closing Working Capital Statement and the Post-each corresponding Closing Adjustment, Adjustment (as the case may be, defined above) reflected in the Closing Working Capital Statement Statements shall be deemed to have been accepted by SellerSellers. If Seller Sellers’ Agent delivers the a Statement of Objections before the expiration of the Review Period, Sellers’ Agent and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the a Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement Statements, with such changes as may have been previously be agreed in writing by Buyer Sellers’ Agent and SellerBuyer, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller, unless such failure results from Buyer’s failure to provide reasonable cooperation to Seller in its review of the information underlying the Closing Working Capital Statement. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 calendar days after the delivery of the Statement of Objections (the “Resolution Period”), ) and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and bindingbinding and the Working Capital Statement shall be deemed accepted as of the date of such resolution.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to before the last day of the Review Period, Seller Vendors’ Representative may object to the Post-Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth SellerVendors’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerVendors’ Representative’s disagreement therewith (the “Statement of Objections”). If Seller Vendors’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Post-Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Post-Closing Working Capital Statement shall be deemed to have been accepted by SellerVendors. If Seller Vendors’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller Vendors’ Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Post-Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and SellerVendors’ Representative, shall be final and binding.

Objection. On or prior to before the last day of the Review Period, Seller the Member Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellerthe Member Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Sellerthe Member Representative’s disagreement therewith (the “Statement of Objections”). If Seller the Member Representative fails to deliver the Statement of Objections before the expiration of the Review PeriodPeriod expires, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement shall will be deemed to have been accepted by SellerSellers and shall be deemed to be the “Final Closing Working Capital Statement”. If Seller the Member Representative delivers the Statement of Objections before the expiration of the Review PeriodPeriod expires, Buyer and Seller shall the Member Representative will negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of Member Representative delivers the Statement of Objections (the “Resolution Period”), and, if . If Buyer and the same are so resolved Member Representative resolve the objections within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellerthe Member Representative agree in writing, shall will be final and bindingbinding and the Final Closing Working Capital Statement shall be prepared in accordance with the agreement of Buyer and the Member Representative.

Objection. On or prior to before the last day of the Review Period, Seller may object to the Buyer’s proposed Closing Working Capital Statement Balance Sheet, Closing Net Book Value, and Post-Closing Adjustment by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the proposed Closing Working Capital Statement Balance Sheet, Closing Net Book Value, and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement shall be are deemed to have been accepted by Seller. If Seller delivers the a Statement of Objections before the expiration of the Review Period, Seller and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 15 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if . If the same objections are so resolved within the Resolution Period, the Closing Balance Sheet, Closing Net Book Value, and Post-Closing Adjustment and the Closing Working Capital Statement Adjustment, with such changes as may have been previously agreed in writing by Buyer Seller and SellerBuyer, shall will be final and binding. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment.

Objection. On or prior to the last day of the Review Period, the Seller may object to the Closing Working Capital Statement by delivering to the Buyer a written statement setting forth the Seller’s objections in reasonable detail, indicating each disputed item or item, together with the amount thereof, and the basis for the Seller’s disagreement therewith (the “Statement of Objections”). If the Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Final Working Capital Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Seller. If the Seller delivers the Statement of Objections before the expiration of the Review Period, the Buyer and the Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Final Working Capital Adjustment and the Closing Working Capital Statement Statement, with such changes as may have been previously agreed in writing by the Buyer and the Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the a “Statement of Objections”). If Seller fails to deliver the a Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the a Statement of Objections before the expiration of the Review Period, Seller and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the a Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Seller and Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller the Sellers may object to the Closing Working Capital Statement by delivering to Buyer a one joint written statement setting forth Seller’s Sellers’ objections in reasonable detail, including indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails the Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers. If Seller delivers the Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller the Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellerthe Sellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or item, its amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement calculations contained therein shall be deemed to have been accepted by Sellerand to be final and binding on Seller and Buyer. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Statement and the Closing Working Capital Statement calculations contained therein, in each case with such changes as may have been previously agreed in writing by Buyer ▇▇▇▇▇ and Seller, shall be final and bindingbinding on Seller and Buyer and shall not be subject to further review.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustmentcalculations of Cash, as the case may be, ACFP Continuing Indebtedness and Net Indebtedness Amount reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty fifteen (3015) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Statement and the Closing Working Capital Statement calculations set forth therein with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller the Sellers may object to the Closing Net Working Capital Statement by delivering to the Buyer a written statement setting forth Seller’s their objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s its disagreement therewith (the “Statement of Objections”). If Seller fails the Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Net Working Capital Statement and the Post-Closing Net Working Capital Adjustment, as the case may be, reflected in the Closing Net Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers. If Seller delivers the Sellers deliver the Statement of Objections before the expiration of the Review Period, the Buyer and Seller the Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Net Working Capital Adjustment and the Closing Net Working Capital Statement with such changes as may have been previously agreed in writing by the Buyer and Seller, the Sellers shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Transferor may object to the Closing Working Capital Settlement Statement by delivering to Buyer Acquiror a written statement setting forth SellerTransferor’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerTransferor’s disagreement therewith (the “Statement of Objections”). If Seller Transferor fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Settlement Statement and the PostTrue-Closing AdjustmentUp Surplus or True-Up Deficit, as the case may be, reflected in the Closing Working Capital Settlement Statement shall be deemed to have been accepted by SellerTransferor. If Seller Transferor delivers the Statement of Objections before the expiration of the Review Period, Buyer Acquiror and Seller Transferor shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the PostTrue-Closing Adjustment Up Surplus or True-Up Deficit, as the case may be, and the Closing Working Capital Settlement Statement with such changes as may have been previously agreed in writing by Buyer Acquiror and Seller, Transferor shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller the Buyer may object to the Closing Working Capital June Net Worth Statement by delivering to Buyer CGI a written statement setting forth Sellerthe Buyer’s objections in reasonable detail, indicating each disputed item or amount and the basis for Sellerthe Buyer’s disagreement therewith (the “Statement of Objections”). If Seller the Buyer fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital June Net Worth Statement and the Post-Closing Net Worth Adjustment, as the case may be, reflected in the Closing Working Capital June Net Worth Statement shall be deemed to have been accepted by Sellerthe Buyer. If Seller the Buyer delivers the Statement of Objections before the expiration of the Review Period, the Buyer and Seller CGI shall negotiate in good faith to resolve such objections within thirty fifteen (3015) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital June Net Worth Statement with such changes as may have been previously agreed in writing by the Buyer and SellerCGI, shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If the Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If the Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and the Seller Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellerthe Seller Representative, shall be final conclusive and bindingbinding upon the Parties hereto.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, then the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, then Buyer and Seller shall (and the Stockholder shall cause Seller to) negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement Statement, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement or Closing Cash and Indebtedness Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Net Working Capital Adjustment Amount, and the Closing AdjustmentCash and Indebtedness Statement and Closing Cash Adjustment Amount, as the case may be, reflected in the Closing Working Capital Statement and Closing Cash and Indebtedness Statement, shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Net Working Capital Adjustment Amount and the Closing Working Capital Statement Statement, and the Closing Cash Adjustment Amount and Closing Cash and Indebtedness Statement, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or item, its amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement calculations contained therein shall be deemed to have been accepted by Sellerand to be final and binding on Seller and Buyer. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Statement and the Closing Working Capital Statement calculations contained therein, in each case with Amendment No. 1 to Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and bindingbinding on Seller and Buyer and shall not be subject to further review.

Objection. On or prior to the last day of the First Closing Review Period, Seller the Sellers’ Representative may object to the First Closing Net Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s its disagreement therewith (the “Statement of Objections”). No objection may be raised by either Seller as to any items in the First Closing Net Working Capital Statement that gives effect to any accounting issues raised by Buyer’s advisor, EisnerAmper LLP and which are identified on Schedule 2.4(c)(ii). If Seller the Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the First Closing Review Period, the First Closing Net Working Capital Statement and the First Closing Post-Closing Adjustment, as the case may be, reflected in the First Closing Net Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers’ Representative. If Seller the Sellers’ Representative delivers the Statement of Objections before the expiration of the First Closing Review Period, Buyer and Seller the Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “First Closing Resolution Period”), and, if the same are so resolved within the First Closing Resolution Period, the First Closing Post-Closing Adjustment and the First Closing Net Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellerthe Sellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Net Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Net Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Net Working Capital Statement Adjustment determined in connection therewith shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Net Working Capital Statement and the Net Working Capital Adjustment with such changes as may have been previously are agreed to in writing by Buyer Purchaser and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Seller may object to the Post-Closing Net Working Capital Statement by delivering to Buyer the Purchaser a written statement setting forth the Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for the Seller’s disagreement therewith (the “Statement of Objections”). If To the extent that the Seller fails to deliver the Statement of Objections before with respect to the expiration Post-Closing Net Working Capital Statement on or prior to the last day of the Review Period, the Closing Net Working Capital Statement and reflected in the Post-Closing Adjustment, as the case may be, reflected in the Closing Net Working Capital Statement shall be deemed to have been accepted by the Seller. If the Seller delivers the Statement of Objections before on or prior to the expiration last day of the Review Period, Buyer the Purchaser and the Seller shall negotiate in good faith to resolve such objections within thirty ten (3010) days after the delivery of the Statement of Objections (the “Working Capital Resolution Period”), and, if the same are so resolved within the Working Capital Resolution Period, the Post-Closing Adjustment and the Closing Net Working Capital Statement with such changes as may have been previously agreed in writing by Buyer the Purchaser and the Seller, shall be final and bindingbinding on the Purchaser and the Seller.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Balance Sheet or the Statement of Purchase Price by delivering to Buyer Purchaser a written statement setting forth Seller’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s its disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement Balance Sheet and the Post-Closing Adjustment, as Statement of Purchase Price and the case may be, calculation of the Purchase Price (and the components thereof) reflected in the Closing Working Capital Statement of Purchase Price shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Adjustment Resolution Period”), and, if the same are so resolved within the Adjustment Resolution Period, the Post-Closing Adjustment Balance Sheet and the Closing Working Capital Statement of Purchase Price and the calculation of the Purchase Price (and the components thereof) reflected in the Statement of Purchase Price with such changes as may have been previously agreed in writing by Buyer Purchaser and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller the Shareholder Representative may object to the Closing Working Capital Statement or the Closing Net Cash Statement by delivering to Buyer a written statement setting forth Sellerthe Shareholder Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Sellerthe Shareholder Representative’s disagreement therewith (the “Statement of Objections”). If Seller the Shareholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement and/or the Closing Net Cash Statement and the Post-Closing Cash Adjustment, as the case may be, reflected in the Closing Net Cash Statement shall be deemed to have been accepted by Sellerthe Shareholder Representative. If Seller the Shareholder Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller the Shareholder Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement and/or the Post-Closing Cash Adjustment and the Closing Net Cash Statement with such changes as may have been previously agreed in writing by Buyer and Sellerthe Shareholder Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSellers Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSellers Representative’s disagreement therewith (the “Statement of Objections”). If Seller Sellers Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers Representative, on behalf of Sellers. If Seller Sellers Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Adjusted Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Adjusted Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Adjusted Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 10 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Adjusted Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Final Closing Working Capital Statement or Final Closing Balance Sheet (or any component thereof) by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Closing Working Capital Statement and the Post-resulting Final Closing Adjustment, as the case may be, Cash Consideration reflected in the Final Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Final Closing Adjustment Cash Consideration and the Final Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and bindingbinding on the Parties.

Objection. On or prior to the last day of the Review Period, Seller Dent may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerDent’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s ▇▇▇▇’▇ disagreement therewith (the “"Statement of Objections”"). If Seller ▇▇▇▇ fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers. If Seller ▇▇▇▇ delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Dent shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerDent, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller the Selling Parties may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth Seller’s the Selling Parties’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s the Selling Parties’ disagreement therewith (the “Statement of Objections”). If Seller fails the Selling Parties fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerthe Selling Parties. If Seller delivers the Selling Parties deliver the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller the Selling Parties shall negotiate in good faith to resolve such objections within thirty (30) 15 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and Sellerthe Selling Parties, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Preliminary Adjustment Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Closing Working Capital Statement Capital, Final Closing Cash, Final Closing Indebtedness and Final Selling Expenses, and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement Preliminary Adjustment Statement, shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Preliminary Adjustment Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Holdings may object to the Closing Working Capital Balance Sheet and/or Closing Net Asset Value Statement by delivering to Buyer a written statement setting forth Seller’s Holdings’ objections in reasonable detail, indicating specifically identifying each disputed item or amount and the basis for Seller’s Holdings’ disagreement therewith (the “Statement of Objections”). If Seller Holdings fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Balance Sheet, Closing Net Asset Value Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Net Asset Value Statement shall be deemed to have been accepted by SellerHoldings. If Seller Holdings delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Holdings shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Balance Sheet, Post-Closing Adjustment Adjustment, and the Closing Working Capital Net Asset Value Statement with such changes as may have been previously agreed in writing by Buyer and SellerHoldings, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing AdjustmentAdjustment reflected in the Closing Working Capital Statement, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same such objections are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Kecy may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Kecy's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Kecy's disagreement therewith (the “Statement of Objections”). If Seller Kecy fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. Kecy, If Seller Kecy delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Kecy shall negotiate in good faith to resolve such objections within thirty (30) 60 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerKecy, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as adjustments (if any) to the case may be, Purchase Price reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery Buyer’s receipt of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Statement and the adjustments (if any) to the Purchase Price reflected in the Closing Working Capital Statement Statement, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Post-Closing Working Capital Adjustment reflected on the Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 10 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and bindingbinding on the Parties.

Objection. On or prior to the last day of the Review Period, Seller may object to the Final Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement Accounts Payable Amount and the Post-Closing Adjustment, as the case may be, reflected in the Final Closing Working Capital Statement shall be deemed to have been accepted by SellerSeller as of the last day of the Review Period. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to promptly resolve such objections within thirty (30but in no event taking more than 10 days (or such longer period as they may mutually agree) days after the delivery of the Statement of Objections (the “Resolution Period”)), and, if the same are so resolved by written agreement of Buyer and Seller within the Resolution Period, the Post-Closing Adjustment and the Final Closing Working Capital Statement with such changes (if any) as may have been previously agreed to in writing by Buyer ▇▇▇▇▇ and Seller, Seller shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSellers’ Representative’s disagreement therewith (the “Statement of Objections”). If Seller Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the original Closing Working Capital Statement delivered by Buyer shall be deemed to have been accepted by SellerSellers. If Seller Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, Buyer’s accountant and the Sellers’ Representative’s accountant shall cooperate in good faith (under supervision of B▇▇▇▇ and Sellers’ Representative) to review and resolve any disputes or objections and if the same are Statement of Objection is so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement shall be modified to comply with such resolved and agreed changes as may have been previously are agreed in writing by Buyer B▇▇▇▇ and SellerSellers’ Representative whereupon such adjusted Post-Closing Adjustment being final, shall be final binding and bindingconclusive on all parties.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s 's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s 's disagreement therewith (the “"Statement of Objections”"). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, (A) only the items and amounts set forth in the Statement of Objections shall be deemed to be in dispute, and the Closing Working Capital Statement shall otherwise be deemed accepted by the Parties and (B) Buyer and Seller shall negotiate in good faith to resolve such objections the items and amounts set forth in the Statement of Objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, then the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer ▇▇▇▇▇ and Seller, shall be final and binding. ▇▇▇▇▇ and ▇▇▇▇▇▇ may agree in writing to extend the Resolution Period as necessary.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the any Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating by Company each disputed item or amount and the basis for Seller’s Sellers disagreement therewith (the a “Statement of Objections”). If Seller fails Sellers fail to deliver the a Statement of Objections before the expiration of the Review Period, the then each Closing Working Capital Statement and the Post-each corresponding Closing Adjustment, Adjustment (as the case may be, defined above) reflected in the Closing Working Capital Statement Statements shall be deemed to have been accepted by SellerSellers. If Seller delivers the Sellers deliver a Statement of Objections before the expiration of the Review Period, Sellers and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the a Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement Statements, with such changes as may have been previously be agreed in writing by Buyer Sellers and SellerBuyer, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSeller and shall be final and binding. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Guimaraes may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Guimaraes’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Guimaraes’ disagreement therewith (the “Statement of Objections”). If Seller ▇▇▇▇▇▇▇▇▇ fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller Guimaraes delivers the Statement of Objections before the expiration of the Review Period, Buyer ▇▇▇▇▇ and Seller ▇▇▇▇▇▇▇▇▇ shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller the Sellers’ Representative may object to the Closing Net Working Capital Statement by delivering to Buyer a written statement setting forth Sellerthe Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Sellerthe Sellers’ Representative’s disagreement therewith (the “Statement of Objections”). If Seller the Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Net Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Net Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers’ Representative for and on behalf of the Sellers. If Seller the Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller the Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Net Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellerthe Sellers’ Representative, shall be final and bindingbinding on all parties hereto.

Objection. On or prior to the last day of the Review Period, Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSeller Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSeller Representative’s disagreement therewith (the “"Statement of Objections”"). If Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSeller Representative. If Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSeller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Proposed Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount, Seller’s value for each such disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Proposed Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Proposed Closing Working Capital Statement shall will be deemed to have been accepted by Sellerfinal and binding on all parties. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Proposed Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall will be final and bindingbinding on all parties.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections to the Closing Statement in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). Any item or amount not so specifically disputed shall be deemed accepted and agreed to by Seller as set forth in the Closing Statement unless it is affected by any of the disputed items. If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-calculations of Closing AdjustmentWorking Capital, Closing Cash, Transaction Expenses and Closing Indebtedness as the case may be, reflected in the Closing Working Capital Statement shall be deemed final and to have been accepted and agreed to by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Amount and the calculations of Closing Working Capital Capital, Closing Cash, Transaction Expenses and Closing Indebtedness as reflected in the Closing Statement so resolved, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final final, binding and bindingconclusive on the Parties for all purposes (other than as a result of manifest error or fraud).

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing final Net Working Capital Statement as of Closing by delivering to Buyer a written statement setting forth Seller’s Sellers' objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers' disagreement therewith (the “"Statement of Objections”"). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing final Net Working Capital Statement as of Closing and the Post-Closing Adjustment, as the case may be, reflected in the Closing final Net Working Capital Statement as of Closing shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing final Net Working Capital Statement as of Closing with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and Seller, Seller shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s 's disagreement therewith (the “"Statement of Objections”"). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer Buyers a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement Statement, and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement and shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer Buyers and Seller shall negotiate in good faith to resolve such objections within thirty twenty (3020) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Buyers and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s 's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s 's disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty fifteen (3015) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detaildetail and supporting documentation, indicating with reasonable specificity each disputed item or amount and the basis for Seller▇▇▇▇▇▇’s disagreement therewith (the “Statement of Objections”). Any items not included in the Statement of Objections shall be final and binding. If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Adjusted Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Adjusted Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Adjusted Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Adjusted Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth the Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for the Seller’s disagreement therewith (the “Statement of Objections”). If the Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Seller. If the Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and the Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and the Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Co-op may object to the Adjusted Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerCo-op’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerCo-op’s disagreement therewith (the “Statement of Objections”). If Seller Co-op fails to deliver the Statement of Objections before the expiration of the Review Period, the Adjusted Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Adjusted Closing Working Capital Statement shall will be deemed to have been accepted by SellerCo-op. If Seller Co-op delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall Co-op will negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Adjusted Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerCo-op, shall will be final and binding.

Objection. On or prior to before the last day of the Review Period, Seller Vendor may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth Seller’s Vendor's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Vendor's disagreement therewith (the “Statement of Objections”). If Seller Vendor fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerVendor. If Seller Vendor delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller Vendor shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and SellerVendor, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Scepter may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerScepter’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerScepter’s disagreement therewith (the “Statement of Objections”). If Seller Scepter fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerScepter. If Seller Scepter delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Scepter shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerScepter, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.. Securities Purchase Agreement 20 Project Acorn

Objection. On or prior to the last day of the Review Period, Seller Seller’s Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller ▇▇▇▇▇▇’s Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing AdjustmentAdjustment Amount, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller Seller’s Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Amount and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer ▇▇▇▇▇ and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s 's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s 's disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Working Capital Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Final Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Final Working Capital Statement and the Post-Post- Closing Adjustment, as the case may be, reflected in the Closing Final Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Final Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Effective Date Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Effective Date Indebtedness and the Effective Date Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Effective Date Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Effective Date Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and Seller, shall be final and binding.

Objection. On or prior to before the last day of the Review Period, Seller Vendor may object to the Closing Working Capital Net Inventory Statement by delivering to Buyer Purchaser a written statement setting forth SellerVendor’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerVendor’s disagreement therewith (the “Statement of Objections”). If Seller Vendor fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Net Inventory Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Net Inventory Statement shall be deemed to have been irrevocably accepted by SellerVendor. If Seller Vendor delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller Vendor shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Net Inventory Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and SellerVendor, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s 's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s 's disagreement therewith or a statement that the requisite amount of R-22 Inventory as reflected in the Closing Statement is inaccurate or otherwise does not trigger the application of the Post-Closing Adjustment (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Working Capital Review Period, Seller Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Working Capital Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller Sellers’ Representative delivers the Statement of Objections before the expiration of the Working Capital Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer ▇▇▇▇▇ and SellerSellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s his objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s his disagreement therewith (the “Statement of Objections”). If Seller Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers’ Representative. If Seller Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Periodsuch period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, Sellers’ Representative shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Working Capital Purchase Price Adjustment Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). The Statement of Objections shall be delivered via electronic mail to the attention of Sellers Chief Executive Officer at ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, with a copy to ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇_▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Purchase Price Adjustment Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Purchase Price Adjustment Statement shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Purchase Price Adjustment Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Final Closing Working Capital Statement or Final Closing Balance Sheet (or any component thereof) by delivering to Buyer a written statement setting forth Seller’s objections in ​ ​ reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Closing Working Capital Statement and the Post-resulting Final Closing Adjustment, as the case may be, Cash Consideration reflected in the Final Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Final Closing Adjustment Cash Consideration and the Final Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and bindingbinding on the Parties.

Objection. On or prior to the last day of the Review Period, Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSeller Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSeller Representative’s disagreement therewith (the “Statement of Objections”). If Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer ▇▇▇▇▇ and SellerSeller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Working Capital Deficit Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Deficit Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Deficit Statement shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Deficit Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s the objections of Seller Representative in reasonable detail, indicating each disputed item or amount and the basis for SellerSeller Representative’s disagreement therewith (the “Statement of Objections”). If Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSeller Representative and Sellers. If Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within thirty fifteen (3015) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSeller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “"Statement of Objections”"). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to before the last day of the Review Period, Seller Vendor may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth SellerVendor’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerVendor’s disagreement therewith (the “Statement of Objections”). If Seller Vendor fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerVendor. If Seller Vendor delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller Vendor shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and SellerVendor, shall be final and binding.. ​

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Actual Net Trade Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Actual Net Trade Working Capital Statement and the Post-Closing Adjustment, as the case may be, Aggregate Net Trade Working Capital Adjustment Amount reflected in the Closing Actual Net Trade Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 20 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Actual Net Trade Working Capital Statement and the actual Aggregate Net Trade Working Capital Adjustment Amount, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerall Sellers. If Seller Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement Final Purchase Price Calculation by delivering to Buyer a written statement setting forth Seller’s 's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s 's disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement Final Purchase Price Calculation and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement Final Purchase Price Calculation shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement Final Purchase Price Calculation with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Adjusted Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Adjusted Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Adjusted Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Adjusted Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.. 20

Objection. On or prior to the last day of the Review Period, Seller Sellers’ Representative may object to the Closing Working Capital Adjustment Statement by delivering to Buyer a written statement setting forth SellerSellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSellers’ Representative’s disagreement therewith (the “Statement of Objections”). If Seller Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Adjustment Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Adjustment Statement shall be deemed to have been accepted by SellerSellers. If Seller Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Adjustment Statement with such changes (if any) as may have been previously agreed in writing by Buyer ▇▇▇▇▇ and SellerSellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Company Stockholder may object to the Closing Working Capital Statement by delivering to Buyer Parent a written statement setting forth SellerCompany Stockholder’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerCompany Stockholder’s disagreement therewith (the “Statement of Objections”). If Seller Company Stockholder fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerCompany Stockholder. If Seller Company Stockholder delivers the Statement of Objections before the expiration of the Review Period, Buyer Parent and Seller Company Stockholder shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Parent and SellerCompany Stockholder, shall be final and binding.

Objection. On or prior to the last day Business Day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If To the extent Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement (and the calculations contained therein) and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSeller and shall be final and binding. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, Seller shall be final and binding.

Objection. On or prior to the last day of the Closing Working Capital Statement Review Period, Seller ▇▇▇▇, on behalf of Sellers, may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller ▇▇▇▇ fails to deliver the Statement of Objections before the expiration of the Closing Working Capital Statement Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller ▇▇▇▇ delivers the Statement of Objections before the expiration of the Closing Working Capital Statement Review Period, Buyer and Seller ▇▇▇▇ shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller▇▇▇▇, shall be final and bindingbinding on the parties.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Proposed Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Proposed Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers as the Closing Working Capital Statement and Buyer’s determination of Closing Working Capital reflected therein shall be deemed to have been accepted by Sellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Proposed Closing Adjustment Working Capital Statement and the Closing Working Capital Statement Capital, with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be and become final and bindingbinding on the parties and shall constitute the Closing Working Capital Statement and Closing Working Capital for all purposes of this Agreement.

Objection. On or prior to the last day of the Review Period, the Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellerthe Seller Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s the disagreement therewith (the “Statement of Objections”). If the Seller Representative fails to deliver the Statement of Objections before the expiration of the Working Capital Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers. If the Seller Representative delivers the Statement of Objections before the expiration of the Working Capital Review Period, Buyer and the Seller Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellerthe Seller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s 's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s 's disagreement therewith (the “"Statement of Objections”"). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Final Closing Working Capital Date Statement by delivering to Buyer Parent a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s ’ disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Closing Working Capital Date Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement calculations contained therein shall be deemed to have been accepted by SellerSeller and shall be final and binding. If Seller delivers deliver the Statement of Objections before the expiration of the Review Period, Buyer Parent and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Final Closing Adjustment Date Statement and the Closing Working Capital Statement calculations contained therein, in each case with such changes as may have been previously agreed in writing by Buyer Parent and Seller, shall be final and binding.binding and shall not be subject to judicial review

Objection. On or prior to the last day of the Review Period, Seller Owners may object to the Closing Working Capital Statement by delivering to Buyer Buyer’s Representative a written statement setting forth Seller’s Owners’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Owners’ disagreement therewith (the “Statement of Objections”). If Seller fails Owners fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers Owners deliver a the Statement of Objections before the expiration of the Review Period, Buyer Buyer’s Representative and Seller Owners shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement Statement, with such changes as may have been previously agreed in writing by Buyer Buyer’s Representative and SellerOwners, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSeller Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSeller Representative’s disagreement therewith (the “Statement of Objections”). If Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSeller Representative. If Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSeller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 15 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to before the last day of the Review Period, Seller the Vendors may object to the Closing Working Capital Statement by delivering to Buyer the Purchaser a written statement setting forth Seller’s the Vendors’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s the Vendors’ disagreement therewith (the “Statement of Objections”). If Seller fails the Vendors fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerthe Vendors. If Seller delivers the Vendors deliver the Statement of Objections before the expiration of the Review Period, Buyer the Purchaser and Seller the Vendors shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer the Purchaser and Sellerthe Vendors, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSellers’ Representative’s disagreement therewith (the “Statement of Objections”). If Seller Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers’ Representative. If Seller Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers’ Representative, shall be final and binding.

Objection. On or prior to before the last day of the Review Period, Seller may object to the Buyer’s proposed Closing Working Capital Statement Balance Sheet, Closing Net Book Value, and Post- Closing Adjustment by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the proposed Closing Working Capital Statement Balance Sheet, Closing Net Book Value, and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement shall be are deemed to have been accepted by Seller. If Seller delivers the a Statement of Objections before the expiration of the Review Period, Seller and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 15 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if . If the same objections are so resolved within the Resolution Period, the Closing Balance Sheet, Closing Net Book Value, and Post-Closing Adjustment and the Closing Working Capital Statement Adjustment, with such changes as may have been previously agreed in writing by Buyer Seller and SellerBuyer, shall will be final and binding.

Objection. On or prior to the last day of the Review Period, Seller the Sellers may object to the Closing Working Capital Statement by delivering to the Buyer a written statement setting forth Seller’s the Sellers' objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s the Sellers' disagreement therewith (the “"Statement of Objections”"). If Seller fails the Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers. If Seller delivers the Sellers deliver the Statement of Objections before the expiration of the Review Period, the Buyer and Seller the Sellers shall negotiate in good faith to resolve such objections within thirty (30) calendar days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by the Buyer and Sellerthe Sellers, shall be final and binding.