Call Objection Notice Clause Samples

Call Objection Notice. For the fifteen (15) Business Day period following the delivery of a Call Notice, the BR Member, on behalf of itself and the Call Sellers, may deliver to the TPC Member a written notice (each such notice, a “Call Objection Notice”), which Call Objection Notice shall specify whether the BR Member disagrees with calculation of the Put and Call Price set forth in the Call Notice. If the BR Member does not deliver a Call Objection Notice within such fifteen (15) Business Day period, then the Put and Call Price reflected in the Call Notice shall become final and binding upon all parties. If the BR Member delivers a Call Objection Notice within such fifteen (15) Business Day period, then the TPC Member and the BR Member shall negotiate in good faith for fifteen (15) days (which period may be extended by written agreement of the BR Member and the TPC Member) following the TPC Member’s receipt of such Call Objection Notice to resolve such objections. Any such objections that the TPC Member and the BR Member are unable to resolve during such fifteen (15) day period are referred to as a “Call Dispute.” After such fifteen (15) day period, any matter set forth in the Call Notice that is not a Call Dispute shall become final and binding upon all parties. If the TPC Member and the BR Member are unable to resolve all objections during such fifteen (15) day period, then any Call Disputes, and only such Call Disputes, shall be resolved by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or, if ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is not available for such assignment, another nationally recognized accounting firm upon which the TPC Member and the BR Member shall reasonably agree (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve any Call Dispute in accordance with the terms of this Agreement within thirty (30) days after its appointment. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the maximum value for such item claimed by either party or less than the minimum value for such item claimed by either party. None of the TPC Member, the Call Sellers or the Company shall have or conduct any communication, either written or oral, with the Accounting Firm without the other parties either being present or receiving a concurrent copy of any such written communication. The TPC Member, the Call Sellers, the Company and their respective employees and/or agents (subject to entry into customary access agreements) shall reasonably cooperate with the Account...