Common use of Objection Clause in Contracts

Objection. On or prior to the last day of the Review Period, the Stockholder Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (such statement, the “Statement of Objections”). If the Stockholder 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, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Stockholder Representative. If the Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and the Stockholder 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 the Stockholder Representative shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Stockholder Holder Representative may object to the Closing Working Capital Cash Statement by delivering to Buyer a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (such statement, the “Statement of Objections”). If the Stockholder Holder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Cash Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Cash Statement shall be deemed to have been accepted by the Stockholder Holder Representative. If the Stockholder Holder Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and the Stockholder Holder Representative shall negotiate in good faith to resolve such objections within 30 ten (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 Cash Statement with such changes as may have been previously agreed in writing by Buyer and the Stockholder Representative Holder Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Stockholder Member Representative may object to the Closing Working Capital Statement by delivering to Buyer Parent a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (such statement, the “Statement of Objections”). If the Stockholder Member 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, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Stockholder Member Representative. If the Stockholder Member Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Parent and the Stockholder Member 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 Parent and the Stockholder Representative Member Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Stockholder Representative may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (such statement, the “Statement of Objections”). If the Stockholder 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, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Stockholder Representative. If the Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and the Stockholder 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 Purchaser and the Stockholder Representative Representative, shall be final and binding.

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

Objection. On or prior to the last day of the Review Period, the Stockholder Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth its their objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (such statement, the “Statement of Objections”). If the Stockholder Seller 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, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Stockholder RepresentativeCompanies. If the Stockholder Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and the Stockholder Seller 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 Periodsuch 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 the Stockholder Seller Representative shall be final and binding.

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

Objection. On or prior to the last day of the a Review Period, the Stockholder Sellers’ Representative may object to the Closing Working Capital a Statement by delivering to the Buyer a written statement setting forth its the Sellers’ Representative objections in reasonable detail, indicating each disputed item or amount and the basis for its Sellers’ Representative disagreement therewith (such statement, the “Statement Notice of ObjectionsDisagreement”). If the Stockholder Sellers’ Representative fails to deliver the Statement Notice of Objections Disagreement before the expiration of the respective Review Period, the Closing Working Capital Statement and the EBITDA Post-Closing Adjustment, as the case may be, Adjustment (if appropriate) reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Stockholder Sellers’ Representative. If the Stockholder Sellers’ Representative delivers the Statement Notice of Objections Disagreement before the expiration of the relevant Review Period, the Buyer and the Stockholder Representative Sellers’ Representatives shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections prior to November 15, 2010 (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the EBITDA Post-Closing Adjustment (if appropriate) and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and the Stockholder Representative Sellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Stockholder Member Representative may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth its Member Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for its Member Representative’s disagreement therewith (such statement, the “Statement of Objections”). If the Stockholder Member Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and Statement, the Post-Closing Adjustment, as Adjustment and the case may be, other calculations reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Stockholder Member Representative. If the Stockholder Member Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and the Stockholder Member Representative shall use commercially reasonable efforts to negotiate in good faith to resolve a resolution of 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 Adjustment, the Closing Statement and the calculations reflected in the Closing Working Capital Statement Statement, with such changes as may have been previously agreed in writing by Buyer Purchaser and the Stockholder Representative Member Representative, shall be final and binding.

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

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

Objection. On or prior to the last day of the Review Period, the Stockholder Representative Shareholder Representatives may object to the Closing Working Capital Statement by delivering to Buyer the Company a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (such statement, the “Statement of Objections”). If the Stockholder Representative fails Shareholder Representatives fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Stockholder Shareholder Representative. If the Stockholder Representative delivers Shareholder Representatives deliver the Statement of Objections before the expiration of the Review Period, Buyer the Company and the Stockholder Representative Shareholder Representatives 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 the Company and the Stockholder Representative Shareholder Representatives, shall be final and binding.

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

Objection. On or prior to the last day of the Review Period, the Stockholder Shareholder Representative may object to the Closing Working Capital Statement by delivering to Buyer Parent a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (such statement, the “Statement of Objections”). If the Stockholder Shareholder 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, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Stockholder Shareholder Representative. If the Stockholder Shareholder Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Parent and the Stockholder Shareholder Representative shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections Objections, or such other period of time as Parent and Shareholder Representative shall agree to in writing (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 Parent and the Stockholder Representative Shareholder Representative, shall be final and binding.

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

Objection. On or prior to the last day of the Review Period, the Stockholder Shareholder Representative may object to the Closing Working Capital Statement by delivering to Buyer Parent a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (such statement, the “Statement of Objections”). If the Stockholder Shareholder 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, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Stockholder Shareholder Representative. If the Stockholder Shareholder Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Parent and the Stockholder Shareholder 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 Parent and the Stockholder Representative Shareholder Representative, shall be final and binding.

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

Objection. On or prior to the last day of the Review Period, the Stockholder Representative may object to the Closing Working Capital Statement by delivering to Buyer Parent a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (such statement, the “Statement of Objections”). If the Stockholder 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, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Stockholder Representative. If the Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Parent and the Stockholder 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 Parent and the Stockholder Representative Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Stockholder Member Representative may object to the Closing Working Capital Statement by delivering to Buyer Holdings a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (such statement, the “Statement of Objections”). If the Stockholder Member 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, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Stockholder Member Representative. If the Stockholder Member Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Holdings and the Stockholder Member 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 Holdings and the Stockholder Representative Member Representative, shall be final and binding.

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

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