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 Inventory Value 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 does not deliver a Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment reflected in the Closing Inventory Value Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Seller and Buyer shall negotiate in good faith to resolve such objections within 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 Inventory Value 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 Buyer may object to Seller’s calculation of the Working Capital at Closing Inventory Value Statement and the resulting Final Purchase Price Calculation by delivering to Buyer a written statement setting forth Seller's Buyer’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerBuyer's disagreement therewith (the "“Statement of Objections"”). If Seller does not Buyer fails to deliver a the Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment reflected in the Closing Inventory Value Statement Final Purchase Price Calculation submitted by Seller shall be deemed to have been accepted by SellerBuyer. If Seller Buyer delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller and Buyer shall negotiate in good faith to resolve such objections within 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 Inventory Value Statement, Final Purchase Price Calculation with such changes as may have been previously are 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 Inventory Value 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 does not fails to deliver a the Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment Statement and the amounts reflected in the Closing Inventory Value 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 and Buyer shall negotiate in good faith to resolve such objections within 30 fifteen (15) days after the delivery of the Statement of Objections or such longer period as they may mutually agree (the "“Resolution Period") ”), and, if the same are so resolved within the Resolution Period, the Post-Closing Inventory Value Statement, Adjustment Amount and the Closing 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 Inventory Value 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 does not Sellers fail to deliver a the Statement of Objections before the expiration of the Review Period, the Closing Statement and the Post-Closing Adjustment Adjustment, as the case may be, reflected in the Closing Inventory Value 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, Seller Buyer and Buyer Sellers shall negotiate in good faith to resolve such objections within 30 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 Inventory Value Statement, Adjustment and the Closing Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers, 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 Closing Inventory Value 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 does not fails to deliver a the Statement of Objections before the expiration of the Review Period, the Post-calculation of Closing Adjustment Working Capital reflected in the Closing Inventory Value 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 and Buyer shall negotiate in good faith to resolve such objections within 30 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 calculation of Closing Inventory Value StatementWorking Capital, 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 Inventory Value Player Liabilities 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 detail (the "“Statement of Objections"”). If Seller does not Sellers fail to deliver a Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment reflected in the Closing Inventory Value Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Seller then the Closing Player Liabilities Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Player Liabilities Statement shall be deemed to have been accepted by Sellers. If Sellers deliver the Statement of Objections before the expiration of the Review Period, then Buyer and Sellers shall negotiate in good faith to resolve such objections within 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 Inventory Value Player Liabilities 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 Inventory Value Adjustment 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 does not fails to deliver a the Statement of Objections before the expiration of the Review Period, the Adjustment Statement and the Post-Closing Adjustment reflected in the Closing Inventory Value Adjustment Statement shall be deemed to have been accepted by Seller. If Seller delivers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller and Buyer shall negotiate in good faith to resolve such objections within 30 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 Inventory Value Statement, Adjustment and the Adjustment Statement with such changes (if any) 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 Inventory Value Statement by delivering to Buyer Seller a written statement setting forth Seller's the Buyer’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 Seller does not the Buyer fails to deliver a the Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment as reflected in the Closing Inventory Value 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, Buyer and the Seller and Buyer shall negotiate in good faith to resolve such objections within 30 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 Inventory Value Statement, Adjustment and the 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, the Seller may object to the Closing Inventory Value Statement by delivering to the Buyer a written statement setting forth the Seller's ’s objections in reasonable detail, indicating each disputed item or amount and the basis for the Seller's ’s disagreement therewith (the "“Statement of Objections"”). If the Seller does not fails to deliver a the Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment reflected in the Closing Inventory Value 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 and Buyer shall negotiate in good faith to resolve such objections within 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 Inventory Value 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 Inventory Value Draft Statement by delivering to Buyer Purchaser 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 does not fails to deliver a the Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment reflected in the Closing Inventory Value Draft Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Purchaser and Seller and Buyer shall negotiate in good faith to resolve such objections within 30 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 Inventory Value Draft 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 Sellers may object to the Closing Inventory Value 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 does not Sellers fail to deliver a the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment reflected in the Closing Inventory Value 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, Seller Buyer and Buyer Sellers shall negotiate in good faith to resolve such objections within 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 Inventory Value 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 may object to the Closing Inventory Value 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 does not Sellers fail to deliver a the Statement of Objections before the expiration of the Review Period, the Closing Working Capital and the Post-Closing Adjustment Adjustment, as the case may be, reflected in the Closing Inventory Value 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, Seller Buyer and Buyer Sellers shall negotiate in good faith to resolve such objections within 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 Inventory Value Statement, Adjustment and the Closing 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 may object to the Closing Inventory Value Statement Statements by delivering to Buyer Buyers 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 does not Sellers fail to deliver a the Statement of Objections before the expiration of the Review Period, the Closing Statements and the Post-Closing Adjustment Adjustment, as the case may be, reflected in the Closing Inventory Value Statement Statements shall be deemed to have been accepted by SellerSellers. If Seller Sellers delivers the Statement of Objections before the expiration of the Review Period, Seller Buyers and Buyer Sellers shall negotiate in good faith to resolve such objections within 30 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 Inventory Value Statement, Adjustment and the Closing Statements 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 Inventory Value 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 does not fails to deliver a the Statement of Objections before the expiration of the Review Period, the Closing Statement and the Post-Closing Adjustment Payment, as the case may be, reflected in the Closing Inventory Value 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 and Buyer shall negotiate in good faith to resolve such objections within 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 Inventory Value Statement, Adjustment Payment and the Closing 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 Buyer may object to the Closing Inventory Value Statement Final Balance Sheet and the Final Purchase Price by delivering to Buyer Seller a written statement setting forth Seller's Buyer’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller's Buyer’s disagreement therewith (the "“Statement of Objections"”). If Seller does not Buyer fails to deliver a the Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment reflected in Final Balance Sheet and the Closing Inventory Value Statement Final Purchase Price shall be deemed to have been accepted by SellerBuyer. If Seller Buyer delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller and Buyer shall negotiate in good faith to resolve such objections within 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 Inventory Value Statement, Final Balance Sheet and the Final Purchase Price 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 Inventory Value Statement by delivering to Buyer Purchaser 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 does not fails to deliver a the Statement of Objections before the expiration of the Review Period, the Closing Statement and the Post-Closing Adjustment Adjustment, as the case may be, reflected in the Closing Inventory Value Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Purchaser and Seller and Buyer shall negotiate in good faith to resolve such objections within 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 Inventory Value Statement, Adjustment and the Closing 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 Equityholders may object to the Closing Inventory Value Statement by delivering to Buyer a written statement setting forth Seller's the Equityholders’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller's Equityholders’ disagreement therewith (the "“Statement of Objections"”). If Seller does not the Equityholders fail to deliver a the Statement of Objections before the expiration of the Review Period, the Closing Inventory Statement and the Post-Closing Adjustment Adjustment, as the case may be, reflected in the Closing Inventory Value Statement shall be deemed to have been accepted by SellerEquityholders. If Seller delivers the Equityholders deliver the Statement of Objections before the expiration of the Review Period, Seller Buyer and Buyer Equityholders shall negotiate in good faith to resolve such objections within 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 Inventory Value Statement, Statement with such changes as may have been previously agreed in writing by Buyer and SellerEquityholders, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Final Closing Inventory Value 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 does not fails to deliver a the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment Adjustment, as the case may be, reflected in the Final Closing Inventory Value 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 and Buyer shall negotiate in good faith to resolve such objections within 30 days (or such period as they may mutually agree) 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 Inventory Value Statement, Adjustment and the Final Closing 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 may object to the Closing Inventory Value 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 does not fails to deliver a the Statement of Objections before the expiration of the Review Period, the Closing Statement and the Post-Closing Adjustment Adjustment, as the case may be, reflected in the Closing Inventory Value 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 and Buyer shall negotiate in good faith to resolve such objections within 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 Inventory Value Statement, Adjustment and the Closing 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, each Seller may object to the Closing Inventory Value Buyer Statement by delivering to Buyer a written statement setting forth such Seller's ’s objections in reasonable detail, indicating each disputed item or amount and the basis for such Seller's ’s disagreement therewith (the "“Statement of Objections"”). If such Seller does not fails to deliver a the Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment Cash and Closing Payables reflected in the Closing Inventory Value Buyer Statement shall be deemed to have been accepted by such Seller. If such Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and such Seller and Buyer shall negotiate in good faith to resolve such objections within 30 ten (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 Closing Inventory Value Statement, Buyer Statement with such changes as may have been previously agreed in writing by Buyer and such 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 Inventory Value Date 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 does not fails to deliver a the Statement of Objections before the expiration of the Review Period, the Post-Final Closing Adjustment reflected in Date Statement and the Closing Inventory Value Statement calculations contained therein 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 and Buyer shall negotiate in good faith to resolve such objections within 30 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 Final Closing Inventory Value StatementDate Statement and the 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 and shall not be subject to judicial review.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Inventory Value 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 does not Sellers fail to deliver a the Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment reflected in the Closing Inventory Value 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, Seller Buyer and Buyer Sellers shall negotiate in good faith to resolve such objections within 30 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 Inventory Value Statement, 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 Inventory Value Statement by delivering to Buyer a written statement setting forth Seller's Sellers’ objections in reasonable detail, indicating each disputed item or and amount and the basis for Seller's Sellers’ disagreement therewith (the "“Statement of Objections"”). If Seller does not Sellers fail to deliver a the Statement of Objections before the expiration of the Review Period, the Closing Statement and the Post-Closing Adjustment Adjustment, as the case may be, reflected in the Closing Inventory Value 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, Seller Buyer and Buyer Sellers shall negotiate in good faith to resolve such objections within 30 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 Inventory Value Statement, Adjustment and the Closing 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 Inventory Value 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 does not fails to deliver a the Statement of Objections before the expiration of the Review Period, the Closing Statement and the Post-Closing Adjustment Adjustment, as the case may be, reflected in the Closing Inventory Value 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 and Buyer shall negotiate in good faith to resolve such objections within 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 Inventory Value Statement, Adjustment and the Closing 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 Inventory Value 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"”). Upon Seller’s delivery of the Statement of Objections, Buyer and Seller shall negotiate in good faith to resolve such objections within twenty (20) days after the delivery of the Statement of Objections (or such longer period as the Parties may mutually agree in writing (the “Resolution Period”), and, if the objections are Table of Contents resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Statement with such changes as may have been agreed to in writing by Buyer and Seller during the Resolution Period, shall be final and binding on the Parties. If Seller does not deliver a Statement of Objections before prior to the expiration of the Review Period, the Post-Closing Adjustment reflected in and the Closing Inventory Value Statement shall be deemed Working Capital as determined pursuant to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Seller and Buyer shall negotiate in good faith to resolve such objections within 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 Inventory Value Statement, with such changes as may have been previously agreed in writing by Buyer and Seller, Statement shall be final and bindingbinding on the Parties.