Common use of Objections Statement Clause in Contracts

Objections Statement. After delivery of B▇▇▇▇’s proposed Agreed Valuation and Tax Allocations, Buyer shall give Seller and its representatives reasonable access to review Buyer’s work papers related to the preparation of the proposed Agreed Valuation and Tax Allocations. Seller and its representatives may make inquiries of Buyer regarding questions concerning, or disagreements with, the Agreed Valuation and Tax Allocations arising during its review thereof. If Seller has any objections to the Agreed Valuation and Tax Allocations, Seller shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Buyer within forty-five (45) days after delivery of the proposed Agreed Valuation and Tax Allocations, the proposed Agreed Valuation and Tax Allocations shall be final, binding and non-appealable by the Parties; provided, that, in the event Buyer does not provide any papers or documents reasonably requested by Seller or any of its representatives within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45)-day period), such forty-five (45)-day period will be extended by one day for each additional day required for Buyer to fully respond to such request; provided, further, that such forty-five (45)-day period will be extended a minimum of ten (10) days following the date on which Buyer have fully responded to such request.