Common use of Protest Notice Clause in Contracts

Protest Notice. Within thirty (30) days after the Buyer’s delivery of the Closing Schedule to the Seller, which date may be extended by the Seller by notice to the Buyer for one additional period of thirty (30) days if required by the Seller in good faith, the Seller may deliver written notice (the “Protest Notice”) to the Buyer, which describes in reasonable detail, any objections, and the basis therefor, which the Seller may have to the Closing Schedule, including the specific items involved and the specific dollar amount of each such disagreement; provided that any such objections may only be based upon mathematical errors or the Closing Date Net Working Capital, the Closing Date Cash on Hand, and/or the Closing Date Indebtedness not being prepared in accordance with the terms of this Agreement. The failure of the Seller to deliver such Protest Notice within the prescribed time period will constitute the Seller’s acceptance of the Closing Schedule prepared and delivered by the Buyer and the amounts set forth therein shall be final and binding. If the Seller delivers a Protest Notice within the prescribed time period, then the Seller and the Buyer will use reasonable efforts to resolve any disagreements as to the computation of the Closing Schedule, within thirty (30) days after delivery of the Protest Notice. Each portion or element of the Closing Schedule shall become final and binding upon the delivery of a Protest Notice to the extent such Protest Notice does not dispute such portion or element.

Protest Notice. Within thirty (30) days after the Buyer’s delivery of the Closing Schedule Statement to the Seller, which date may be extended by the Seller by notice to the Buyer for one additional period of thirty (30) days if required by the Seller in good faithSellers’ Representative, the Seller Sellers’ Representative may deliver written notice (the “Protest Notice”) to the Buyer, which describes in reasonable detail, Buyer of any objections, and the basis therefor, which the Seller Sellers’ Representative may have to the Closing ScheduleStatement. Any Protest Notice shall specify in reasonable detail the nature of any disagreement so asserted. The Buyer shall be permitted to review the supporting schedules, including analyses, working papers and other documentation with respect to such Protest Notice. Except for such items that are specifically disputed in the specific items involved and Protest Notice, the specific dollar amount of each such disagreement; provided that any such objections may only be based upon mathematical errors or amounts set forth on the Closing Date Net Working Capital, the Closing Date Cash on Hand, and/or the Closing Date Indebtedness not being prepared in accordance with the terms of this AgreementStatement shall be final. The failure of the Seller Sellers’ Representative to deliver such Protest Notice within the prescribed time period will constitute the Seller’s Sellers’ irrevocable acceptance of the Closing Schedule Statement prepared and delivered by the Buyer and the amounts set forth therein shall be final and bindingBuyer. If the Seller Sellers’ Representative delivers a Protest Notice within the prescribed time period, then the Seller Sellers’ Representative and the Buyer will use reasonable efforts to resolve any disagreements as to the computation of the Closing ScheduleDate Cash, Closing Date Adjusted Net Working Capital, Closing Date Indebtedness, Closing Date Sale Transaction Expenses and Closing Purchase Price, within thirty (30) days after delivery of the such Protest Notice. Each portion or element The Parties acknowledge and agree that the Federal Rules of the Closing Schedule Evidence Rule 408 shall become final and binding upon the delivery of a Protest Notice apply to the extent Sellers’ Representative and the Buyer during such Protest Notice does not thirty (30) day period of negotiations and any subsequent dispute such portion or elementarising therefrom.