Common use of Objection Clause in Contracts

Objection. On or prior to the last day of the Review Period, Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for Sellers’ Representative’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers. If Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Sellers’ Representative 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 Working Capital Statement, with such changes as may have been previously agreed in writing by Buyer and Sellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Sellers’ Seller’s Representative may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth Sellers’ Seller’s Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for Sellers’ RepresentativeCompany’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If Sellers’ S▇▇▇▇▇’s Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement and the Post-Closing Adjustment Amount, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellersSeller’s Representative. If Sellers’ S▇▇▇▇▇’s Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Sellers’ Seller’s Representative 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 Adjustment and the Closing Working Capital Statement, Statement with such changes as may have been previously agreed in writing by Buyer P▇▇▇▇▇▇▇▇ and Sellers’ Representative, Seller’s Representative shall be final and bindingbinding on the Parties to this Agreement.

Objection. On or prior to the last day of the Review Period, Sellers’ Seller Representative may object to the Post-Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ Seller Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for Sellers’ Seller Representative’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If Sellers’ Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Post-Closing Statement, including Buyer’s calculation of the Closing Adjustment reflected in the Post-Closing Working Capital Statement Statement, shall be deemed to have been accepted by SellersSeller Representative. If Sellers’ Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Sellers’ Seller Representative 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 Post-Closing Working Capital Statement, with such changes as may have been previously are agreed in writing by Buyer and Sellers’ Seller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Sellers’ Representative the Sellers may object to the Closing Working Capital Statement by delivering to Buyer the Purchaser a written statement setting forth the Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for the Sellers’ Representative’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If Sellers’ Representative fails the Sellers fail to deliver the Statement of Objections on or before the expiration last day of the Review Period, the Post-Closing Statement and the Working Capital Adjustment and the Purchase Price Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellersthe Sellers (a “Deemed Acceptance”) and shall be final, conclusive and binding. If Sellers’ Representative delivers the Sellers deliver the Statement of Objections on or before the expiration last day of the Review Period, Buyer the Purchaser and Sellers’ Representative the 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 Working Capital Adjustment and the Purchase Price Adjustment and the Closing Working Capital Statement, Statement with such changes as may have been previously agreed in writing by Buyer the Purchaser and the Sellers’ Representative, shall be final final, conclusive and bindingbinding on the parties hereto.

Objection. On or prior to the last day of the Review Period, Sellers’ Seller’s Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ Seller’s Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for Sellers’ Seller’s Representative’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If Sellers’ Seller’s Representative fails to deliver 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 Working Capital Statement shall be deemed to have been accepted by SellersSeller’s Representative. If Sellers’ Seller’s Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Sellers’ Seller’s Representative shall negotiate in good faith to resolve such objections within 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 Working Capital Statement, Statement with such changes as may have been previously agreed in writing by Buyer and Sellers’ Seller’s Representative, shall be final and binding.

Objection. On or prior to the 5:00 PM EST on the last day of the Review Period, Sellers’ Representative may object to the Closing Working Capital December 31 Actual Balance Sheet or each Earn-Out Statement on behalf of Sellers by delivering to Buyer a written statement setting forth Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for Sellers’ Representative’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the PostDecember 31 Actual Balance Sheet, the Net Equity Adjustment (if any) or the Earn-Closing Adjustment reflected in the Closing Working Capital Out Statement shall be deemed to have been accepted by Sellers. If Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Sellers’ Representative shall negotiate in good faith to resolve such objections within 30 days 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 Equity Adjustment and the Closing Working Capital Statement, December 31 Actual Balance Sheet or the Earn-Out Statement with such changes as may have been previously agreed in writing by Buyer and Sellers’ Representative, shall be final and binding.

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

Objection. On or prior to the last day of the Review Period, the Sellers’ Representative may object to the Post-Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ RepresentativeBuyer’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for Sellers’ RepresentativeB▇▇▇▇’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If the Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment 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 the Sellers’ Representative. If the Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and the Sellers’ Representative 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 Post-Closing Working Capital Statement, Statement with such changes as may have been previously agreed in writing by Buyer B▇▇▇▇ and the Sellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer the Purchaser a written statement setting forth the Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for the Sellers’ Representative’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If the Sellers’ Representative fails to deliver the Statement of Objections to the Purchaser 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 Working Capital Statement shall be deemed to have been accepted by the Sellers’ Representative. If the Sellers’ Representative delivers the Statement of Objections to the Purchaser before the expiration of the Review Period, Buyer the Purchaser and the Sellers’ Representative 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 Working Capital Statement, Statement with such changes as may have been previously agreed in writing by Buyer the Purchaser and the Sellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for Sellers’ Representative’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If 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 Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers. If Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Sellers’ Representative 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 Working Capital Statement, Statement with such changes as may have been previously agreed in writing by Buyer and Sellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for Sellers’ Representative’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If 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 Adjustment, as the case may be, reflected in the Closing Working Capital Statement Statement, as applicable, shall be deemed to have been accepted by all Sellers. If Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Sellers’ Representative 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 Working Capital Statement, Statement with such changes as may have been previously agreed in writing by Buyer and Sellers’ Representative, shall be final and bindingbinding on all parties.

Objection. On or prior to the last day of the Working Capital Review Period, Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for Sellers’ Representative’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If 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 Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers. If Sellers’ Representative delivers the Statement of Objections before the expiration of the Working Capital Review Period, Buyer and Sellers’ Representative shall negotiate in good faith to resolve such objections within 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, Statement with such changes as may have been previously agreed in writing by Buyer and Sellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Sellers’ Representative may object to the Post-Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for Sellers’ Representative’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers’ Representative. If Sellers’ Representative timely delivers the Statement of Objections before the expiration of the Review PeriodObjections, Buyer and Sellers’ Representative 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 Adjustment and the Closing Working Capital Statement, Statement with such changes as may have been previously agreed in writing by Buyer ▇▇▇▇▇ and Sellers’ Representative, shall be final and binding. Sellers’ Representative shall be deemed to have agreed with all amounts and items contained or reflected in the Post-Closing Statement to the extent such amounts or items are not disputed in a Statement of Objections.

Objection. On or prior to the last day of the Review Period, Sellersthe Shareholders’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellersthe Shareholders’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for Sellersthe Shareholders’ Representative’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If Sellersthe Shareholders’ 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 Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers. If Sellersthe Shareholders’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Sellersthe Shareholders’ Representative shall negotiate in good faith to resolve such objections within 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, Statement with such changes as may have been previously agreed in writing by Buyer and Sellersthe Shareholders’ Representative, shall be final and binding.