Common use of Objection Period Clause in Contracts

Objection Period. The Sellers’ Representative shall have forty-five (45) days from its receipt of the Closing Statement (the “Objection Period”) to review the Closing Statement. Purchaser shall grant the Sellers’ Representative access at reasonable times and places and upon reasonable advance written notice to the financial records of the Company relating to the calculation of the Adjustment Amounts set forth in the Closing Statement as reasonably requested by the Sellers’ Representative in connection with its review of the Closing Statement during the Objection Period, provided that such access would not be in breach of any applicable COVID-19 Measures or other Legal Requirement and does not unreasonably interfere with the normal business operations of Purchaser, the Company or any of their respective Subsidiaries or Affiliates. Upon the expiration of the Objection Period, the Sellers’ Representative shall be deemed to have accepted the Closing Statement and the calculation of each Adjustment Amount set forth therein, which shall be deemed final, non-appealable and binding for all purposes under this Agreement, unless the Sellers’ Representative shall have provided Purchaser with a written notice of its disagreement with the Closing Statement prior to the expiration of the Objection Period (the “Objection Notice”), specifying each disputed Adjustment Amount (each, a “Disputed Item”) and setting forth in reasonable detail the basis for disputing each Disputed Item. Purchaser shall have thirty (30) days from the date on which it receives the Objection Notice (the date on which such thirty (30)-day period ends, the “Response Date”) to review and respond to the Objection Notice. If Purchaser and the Sellers’ Representative are able to negotiate a mutually agreeable resolution of each Disputed Item, and each signs a certificate to that effect, then the Closing Statement and the calculation of each Adjustment Amount set forth therein, as adjusted to reflect such resolution, shall be deemed final, non-appealable and binding for all purposes under this Agreement. If any Disputed Item has not been resolved by the Response Date or any mutually agreed extension thereof, then either Purchaser or the Sellers’ Representative may refer such Disputed Item to Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (or an appropriate entity within its network of member firms), or another independent, mutually agreeable, “Big Four” public accounting firm (the “Accounting Referee”), which shall accept its appointment within seven days after such referral, to make a final, non-appealable and binding determination as to all remaining Disputed Items pursuant to the terms of this Agreement. The Accounting Referee shall act as an expert and not as an arbitrator and shall not consider any issues not raised in the Closing Statement or the Objection Notice. The Accounting Referee shall be directed to make a determination of each Disputed Item in accordance with Section 1.7(c) promptly, but no later than thirty (30) days, after acceptance of its appointment. Purchaser and the Sellers’ Representative agree to use commercially reasonable efforts to effect the selection and appointment of the Accounting Referee pursuant to this Section 1.7(b), including executing an engagement agreement with the Accounting Referee providing for reasonable and customary compensation and other terms of such engagement.

Objection Period. The SellersSecurityholders’ Representative Agent shall have forty-five (45) 45 days from its receipt of the Closing Statement (the “Objection Period”) to review the Closing Statement. Purchaser Parent shall (i) grant the SellersSecurityholders’ Representative Agent and its Representatives access at reasonable times and places and upon reasonable advance written notice to the financial books, records (including the work papers of the Company Surviving Corporation and its Subsidiaries and their respective accountants, in each case, relating to the calculation preparation and delivery of the Adjustment Amounts set forth Closing Statement) and employees of Parent and the Acquired Entities (including, for the avoidance of doubt, the Surviving Corporation) involved in the preparation and delivery of the Closing Statement Statement, as reasonably requested by the SellersSecurityholders’ Representative Agent in connection with its review of the Closing Statement during the Objection PeriodPeriod and shall provide the Securityholders’ Agent with copies thereof and (ii) cause, and shall cause the Acquired Entities (including, for the avoidance of doubt, the Surviving Corporation) to cause, their respective employees and personnel to reasonably cooperate with the Securityholders’ Agent and its Representatives in connection with its review of the Closing Statement, provided that such access would not be in breach of any applicable COVID-19 Measures or other Legal Requirement and cooperation does not unreasonably interfere with the normal business operations of PurchaserParent, the Company Acquired Entities (including, for the avoidance of doubt, the Surviving Corporation) or any of their respective Subsidiaries or Affiliates. Upon the expiration of the Objection Period, the SellersSecurityholders’ Representative Agent (on behalf of the Indemnitors) shall be deemed to have accepted accepted, and shall be bound by, the Closing Statement and the calculation of each Adjustment Amount set forth therein, which shall be deemed final, non-appealable and binding for all purposes under this Agreement, unless the SellersSecurityholders’ Representative Agent shall have provided Purchaser with a written notice informed Parent in writing of its disagreement with the Closing Statement prior to the expiration of the Objection Period (such disagreement informed in writing, the “Objection NoticeObjection”), specifying each disputed Adjustment Amount (each, a “Disputed Item”) item and setting forth in reasonable detail the basis for disputing each such dispute (each, a “Disputed Item”). Purchaser Parent shall have thirty (30) 30 days from the date on which it receives the Objection Notice (the date on which such thirty (30)-day 30-day period ends, the “Response Date”) to review and respond to the Objection NoticeObjection, during which period Parent and the Securityholders’ Agent shall seek in good faith to resolve in writing each Disputed Item. If Purchaser Parent and the SellersSecurityholders’ Representative Agent are able to negotiate a mutually agreeable resolution of each Disputed Item, and each signs a certificate to that effectmemorializing each such resolution, then the Closing Statement and the calculation of each Adjustment Amount set forth therein, as adjusted to reflect such resolution, shall be deemed final, non-appealable and binding for all purposes under this Agreement. If any Disputed Item has not been resolved by the Response Date or any mutually agreed extension thereof, then either Purchaser Parent or the SellersSecurityholders’ Representative Agent may refer such Disputed Item to Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (or an appropriate entity within its network of member firms), or another independent, mutually agreeable, “Big Four” public nationally-recognized accounting firm (the “Accounting Referee”), which ) who shall accept its appointment within seven days after such referral, to make a final, non-appealable and binding determination as to all any such remaining Disputed Items Item pursuant to the terms of this Agreement. The Accounting Referee shall act as an expert and not as an arbitrator and shall not consider any issues not raised in the Closing Statement or the Objection Notice. The Accounting Referee shall be directed to make a determination of each Disputed Item in accordance with Section 1.7(c1.7(a) promptly, but no later than thirty (30) 30 days, after acceptance of its appointment. Purchaser Parent and the SellersSecurityholders’ Representative Agent agree to use commercially reasonable efforts to effect the selection and appointment of the Accounting Referee pursuant to this Section 1.7(b1.7(a), including executing an engagement agreement with the Accounting Referee providing for reasonable and customary compensation and other terms of such engagement.

Objection Period. The SellersSecurityholders’ Representative shall have forty-five thirty (4530) days from its receipt of the Closing Statement (the “Objection Period”) to review the Closing Statement. Purchaser Parent shall provide the relevant working papers, documents and other related materials reasonably requested by Securityholders’ Representative for the purpose of evaluating the Closing Statement, and shall grant the SellersSecurityholders’ Representative and its Representatives access during normal business hours and at reasonable times and places of business of the Company and/or Parent and upon reasonable advance written notice to the work papers (subject to the execution of customer work paper access letters, if requested) and other financial records of the Company Surviving Corporation relating to preparation of the Closing Statement, including the calculation of the Adjustment Amounts set forth in the Closing Statement Statement, as reasonably requested by the SellersSecurityholders’ Representative in connection with its review of the Closing Statement during the Objection PeriodPeriod and Parent, the Company and their respective Representatives shall reasonably cooperate in good faith with the Securityholders’ Representative, in connection with its review (at the Securityholders’ Representative’s sole cost and expense on behalf of the Indemnitors); provided that such access would not be in breach of any applicable COVID-19 Measures or other Legal Requirement and does not unreasonably interfere with the normal business operations of PurchaserParent, the Company or any of their respective Subsidiaries or Affiliates. Upon the expiration of the Objection Period, the SellersSecurityholders’ Representative shall be deemed to have accepted the Closing Statement and the calculation of each Adjustment Amount set forth therein, which shall be deemed final, non-appealable and binding for all purposes under this Agreement, unless the SellersSecurityholders’ Representative shall have provided Purchaser Parent with a written notice of its disagreement with the Closing Statement prior to the expiration of the Objection Period (the “Objection Notice”), specifying each disputed Adjustment Amount (each, a “Disputed Item”) and setting forth in reasonable detail the basis for disputing each Disputed ItemItem and supporting calculation therefor. Purchaser All Adjustment Amounts that are not Disputed Items shall be deemed final, non-appealable and binding for all purposes under this Agreement following the earlier of the expiration of the Objection Period and the delivery of an Objection Notice. Parent shall have thirty (30) days from the date on which it receives the Objection Notice (the date on which such thirty (30)-day period endsperiod, the “Response DatePeriod”) to review and respond to the Objection Notice, and the Securityholders’ Representative shall work together with Parent in good faith during the Response Period or any mutually agreed extension thereof to resolve each Disputed Item. If Purchaser at any time (including following referral of Disputed Items to the Accounting Referee) Parent and the SellersSecurityholders’ Representative are able to negotiate agree upon a mutually agreeable resolution of each Disputed Item, and each signs a certificate to that effect, then the Closing Statement and the calculation of each Adjustment Amount and any Upwards Adjustment Amount or Downwards Adjustment Amount set forth therein, as adjusted to reflect such resolution, shall be deemed final, non-appealable and binding for all purposes under this Agreement. If any Disputed Item has not been resolved by during the Response Date Period or any mutually agreed extension thereof, then either Purchaser Parent or the SellersSecurityholders’ Representative may refer such Disputed Item to Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (or an appropriate entity within its network of member firms), or another independent, mutually agreeable, “Big Four” internationally recognized public accounting accounting, consulting, valuation or dispute resolution firm that is mutually agreed upon by Parent and Securityholders’ Representative in writing (the “Accounting Referee”), which shall accept its appointment within seven days after such referral, ) to make a final, non-appealable and binding determination as to all remaining Disputed Items that remain unresolved as of the time of such referral pursuant to the terms of this Agreement. The Accounting Referee shall act as an expert and not as an arbitrator and shall not consider any issues not raised in the Closing Statement or the Objection Notice. The Accounting Referee shall be directed to make a determination of each Disputed Item in accordance with Section 1.7(c1.8(c) promptly, but no later than thirty (30) days, after its acceptance of its appointment. Purchaser Parent and the SellersSecurityholders’ Representative agree to reasonably cooperate with the Accounting Referee in the performance of its duties and use commercially reasonable best efforts to effect the selection appointment (and appointment if necessary, selection) of the Accounting Referee pursuant to this Section 1.7(b)1.8(b) as promptly as practicable, but not later than seven (7) days, after such referral, including executing an engagement agreement with the Accounting Referee providing for reasonable and customary compensation and other terms of such engagement.

Objection Period. The Sellers’ Securityholder Representative shall have forty-five thirty (4530) days Business Days from its receipt of the Closing Statement (the “Objection Period”) to review the Closing Statement. Purchaser Parent shall grant the Sellers’ Securityholder Representative access access, at reasonable times and places and upon reasonable advance written notice notice, to the financial all books, records and employees of the Surviving Company relating to the calculation of the Adjustment Amounts set forth in the Closing Statement as reasonably requested by the Sellers’ Securityholder Representative in connection with its review of the Closing Statement during the Objection Period, provided that such access would not be in breach of any applicable COVID-19 Measures or other Legal Requirement and does not unreasonably interfere with the normal business operations of Purchaser, the Company or any of their respective Subsidiaries or AffiliatesStatement. Upon the expiration of the Objection Period, the Sellers’ Securityholder Representative shall be deemed to have accepted accepted, and shall be bound by, the Closing Statement and the calculation of each Adjustment Amount set forth thereinthe Closing Working Capital Amount, which shall be deemed finalthe Closing Cash on Hand, non-appealable the Closing Company Transaction Fees and binding for all purposes under this Agreement, the Closing Indebtedness unless the Sellers’ Securityholder Representative shall have provided Purchaser with a written notice informed Parent in writing of its disagreement with the Closing Statement prior to the expiration of the Objection Period (the “Objection NoticeObjection”), specifying each disputed Adjustment Amount (each, a “Disputed Item”) item and setting forth in reasonable detail the basis for disputing each such dispute (each, a “Disputed Item”). Purchaser Parent shall have thirty (30) days Business Days from the date on which it receives the Objection Notice (the date on which such thirty (30)-day 30)-Business Day period ends, the “Response Date”) to review and respond to the Objection NoticeObjection. Parent shall be deemed to have accepted the Securityholder Representative’s calculations of the Disputed Items unless Parent informs the Securityholder Representative in writing of its disagreement with such Disputed Items. If Purchaser Parent and the Sellers’ Securityholder Representative are able to negotiate a mutually agreeable resolution of each Disputed Item, and each signs a certificate to that effect, then the Closing Statement and the calculation of each Adjustment the Closing Working Capital Amount set forth therein, as adjusted to reflect such resolution, shall be deemed final, non-appealable and binding for all purposes under this Agreement. If any Disputed Item has not been resolved by the Response Date or any mutually agreed extension thereof, then either Purchaser Parent or the Sellers’ Securityholder Representative may refer such Disputed Item to Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (or an appropriate entity within its network of member firms), or another independent, mutually agreeable, “Big Four” nationally recognized public accounting firm (the “Accounting RefereeIndependent Accountant”), which ) who shall accept its appointment within seven (7) days after such referral, to make a final, non-appealable and binding determination as to all any such remaining Disputed Items Item pursuant to the terms of this Agreement. The Accounting Referee shall act as an expert and not as an arbitrator and shall not consider any issues not raised in the Closing Statement or the Objection Notice. The Accounting Referee Independent Accountant shall be directed to make a determination of each Disputed Item in accordance with Section 1.7(c2.11(c) promptly, but no later than thirty (30) days, after acceptance of its appointment. Purchaser Parent and the Sellers’ Securityholder Representative agree to use commercially reasonable efforts to effect the selection and appointment of the Accounting Referee Independent Accountant pursuant to this Section 1.7(b2.11(b), including executing an engagement agreement with the Accounting Referee Independent Accountant providing for reasonable and customary compensation and other terms of such engagement.

Objection Period. The Sellers’ Representative Seller shall have forty-five (45) 45 days from its receipt of the Closing Statement (the “Objection Period”) to review the Closing Statement. Purchaser shall grant Seller and Seller’s Representatives reasonable access throughout the Sellers’ Representative access at reasonable times and places and upon reasonable advance written notice Objection Period to the financial books and records of the Company Acquired Companies, and the personnel of, and work papers prepared by or on behalf of, Purchaser and the Acquired Companies and/or their respective Representatives, and historical financial information (to the extent in Purchaser’s and/or the Acquired Companies’ possession) relating to the calculation of the Adjustment Amounts amounts set forth in the Closing Statement as reasonably requested by the Sellers’ Representative Seller in connection with its Seller’s review of the Closing Statement during the Objection Period, provided that such access would not be in breach of any applicable COVID-19 Measures or other Legal Requirement and does not unreasonably interfere with the normal business operations of Purchaser, any of the Company Acquired Companies or any of their respective Subsidiaries or Purchaser’s Affiliates. Upon the expiration of the Objection Period, the Sellers’ Representative Seller shall be deemed to have accepted accepted, and shall be bound by, the Closing Statement and the calculation of each Adjustment the Closing Working Capital Amount, the Working Capital Surplus Amount, the Working Capital Shortfall Amount, the Closing Cash Amount, the Closing Debt Amount and the aggregate amount of Unpaid Company Transaction Expenses set forth therein, which shall be deemed final, non-appealable and binding for all purposes under this Agreement, unless the Sellers’ Representative Seller shall have provided Purchaser with a written notice of its Seller’s disagreement with the Closing Statement prior to the expiration of the Objection Period (the “Objection Notice”), specifying ) that (i) specifies each disputed Adjustment Amount item (each, a “Disputed Item”) and setting Seller’s calculation of such Disputed Item and (ii) sets forth in reasonable detail the basis for disputing each such dispute (it being understood that Seller shall be deemed to have accepted, and shall be bound by, Purchaser’s calculation of each item included in the Closing Statement that Seller has not identified as a Disputed ItemItem in the Objection Notice). Purchaser shall have thirty (30) 30 days from the date on which it receives the Objection Notice (the date on which such thirty (30)-day period ends30-day period, the “Response DatePeriod”) to review and respond to the Objection Notice. If Purchaser and the Sellers’ Representative Seller are able to negotiate a mutually agreeable resolution of each Disputed Item, and each signs a certificate to that effect, then the Closing Statement and the calculation of each Adjustment the Closing Working Capital Amount, the Working Capital Surplus Amount, the Working Capital Shortfall Amount, the Closing Cash Amount, the Closing Debt Amount and the aggregate amount of Unpaid Company Transaction Expenses set forth therein, as adjusted to reflect such resolution, shall be deemed final, non-appealable and binding for all purposes under this Agreement. If any Disputed Item has not been resolved by during the Response Date Period or any mutually agreed extension thereof, then either Purchaser or the Sellers’ Representative Seller may refer such Disputed Item to Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (or an appropriate entity within its network the public accounting firm of member firms), PricewaterhouseCoopers LLP or another independent, mutually agreeable, “Big Four” nationally recognized public accounting firm (the “Accounting Referee”), which shall accept ) who accepts its appointment within seven days after such referral, to make a final, non-appealable and binding determination as to all any such remaining Disputed Items Item pursuant to the terms of this Agreement. The Accounting Referee shall act as an expert and not as an arbitrator and shall not consider any issues not raised in the Closing Statement or the Objection Notice. The Accounting Referee shall be directed to make a determination of each Disputed Item in accordance with Section 1.7(c1.6(c) promptly, but no later than thirty (30) 30 days, after acceptance of its appointment. Purchaser and the Sellers’ Representative Seller agree to use their respective commercially reasonable efforts to effect the selection and appointment of the Accounting Referee pursuant to this Section 1.7(b1.6(b), including executing an engagement agreement with the Accounting Referee consistent with the provisions of this Section 1.6 and providing for reasonable and customary compensation and other terms of such engagementfor the Accounting Referee.