Common use of Objection Clause in Contracts

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

Objection. On or prior to the 5:00 PM EST on the last day of the Review Period, the Sellers’ Representative may object to the Closing Working Capital December 31 Actual Balance Sheet or each Earn-Out Statement on behalf of Sellers by delivering to the Purchaser Buyer a written statement setting forth its Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for the Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If the Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and December 31 Actual Balance Sheet, the PostNet Equity Adjustment (if any) or the Earn-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Out Statement shall be deemed to have been accepted by the Sellers’ Representative. If the Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, the Purchaser Buyer and the Sellers’ Representative shall negotiate in good faith to resolve such objections within 30 days 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 Net Equity Adjustment and the Closing Working Capital December 31 Actual Balance Sheet or the Earn-Out Statement with such changes as may have been previously agreed in writing by the Purchaser Buyer and the Sellers’ Representative, shall be final and binding.

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

Objection. On or prior to the last day of the Working Capital Review Period, the Sellers’ Representative may object to the Closing Working Capital Statement by delivering to the Purchaser Buyer a written statement setting forth its Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for the SellerSellers’ Representative’s disagreement therewith (the “Statement of Objections”). If the Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Working Capital 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 Sellers’ Representative. If the Sellers’ Representative delivers the Statement of Objections before the expiration of the Working Capital Review Period, the Purchaser Buyer and the Sellers’ Representative shall negotiate in good faith to resolve such objections within 30 15 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 the Purchaser Buyer and the Sellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Sellers’ Representative may object to the Post-Closing Working Capital Statement by delivering to the Purchaser Buyer a written statement setting forth its Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for the SellerSellers’ Representative’s disagreement therewith (the “Statement of Objections”). If the Sellers’ 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 Sellers’ Representative. If the Sellers’ Representative timely delivers the Statement of Objections before the expiration of the Review PeriodObjections, the Purchaser Buyer and the Sellers’ 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 the Purchaser ▇▇▇▇▇ and the Sellers’ Representative, shall be final and binding. Sellers’ Representative shall be deemed to have agreed with all amounts and items contained or reflected in the Post-Closing Statement to the extent such amounts or items are not disputed in a Statement of Objections.

Objection. On or prior to the last day of the Review Period, the SellersShareholders’ Representative may object to the Closing Working Capital Statement by delivering to the Purchaser 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 the SellerShareholders’ Representative’s disagreement therewith (the “Statement of Objections”). If the SellersShareholders’ 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 Sellers’ Representative. If the SellersShareholders’ Representative delivers the Statement of Objections before the expiration of the Review Period, the Purchaser Buyer and the SellersShareholders’ 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 the Purchaser Buyer and the SellersShareholders’ Representative, shall be final and binding.

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

Objection. On or prior to the last day of the Review Period, the Sellers’ Sellers Representative may object to the Closing Working Capital calculation of the Procurement Services Revenues as set forth in the Deferred Payment Statement by delivering to the Purchaser Buyer a written statement setting forth its the Sellers Representative’s objections in reasonable detaildetail based on the information then available to the Sellers Representative, indicating each disputed item or amount and the basis for the Seller’s disagreement therewith (the “Statement of Objections”). If the Sellers’ Sellers 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 Procurement Services Revenues set forth in the Closing Working Capital Adjustment Statement shall be deemed to have been accepted by the Sellers’ RepresentativeSellers Representative and shall be deemed final and binding. If the Sellers’ Sellers Representative delivers the Statement of Objections before the expiration of the Review Period, the Purchaser Buyer and the Sellers’ Sellers 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 Procurement Services Revenues as set forth in the Closing Working Capital Statement Deferred Payment Statement, with such changes as may have been previously agreed in writing by the Purchaser Buyer and the Sellers’ Sellers Representative, shall be final and binding.

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

Objection. On or prior to the last day of the Review Period, the Sellers’ Seller’s Representative may object to the Closing Working Capital Statement by delivering to the Purchaser a written statement setting forth its Seller’s Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for the SellerCompany’s disagreement therewith (the “Statement of Objections”). If the Sellers’ S▇▇▇▇▇’s Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing AdjustmentAdjustment Amount, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Sellers’ Seller’s Representative. If the Sellers’ S▇▇▇▇▇’s Representative delivers the Statement of Objections before the expiration of the Review Period, the Purchaser and the Sellers’ Seller’s 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 the Purchaser P▇▇▇▇▇▇▇▇ and the Sellers’ Representative, Seller’s Representative shall be final and bindingbinding on the Parties to this Agreement.

Objection. On or prior to the last day of the Review Period, the Sellers’ Representative may object to the Closing Working Capital Statement by delivering to the Purchaser a written statement setting forth its the Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for the SellerSellers’ Representative’s disagreement therewith (the “Statement of Objections”). If the Sellers’ Representative fails to deliver the Statement of Objections to the Purchaser 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 Sellers’ Representative. If the Sellers’ Representative delivers the Statement of Objections to the Purchaser before the expiration of the Review Period, the Purchaser and the Sellers’ 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 the Purchaser and the Sellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Sellers’ Seller Representative may object to the Closing Working Capital Statement by delivering to the Purchaser ▇▇▇▇ 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 the SellerSeller Representative’s disagreement therewith (the “Statement of Objections”). If the Sellers’ 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 Sellers’ Seller Representative. If the Sellers’ Seller Representative delivers the Statement of Objections before the expiration of the Review Period, the Purchaser ▇▇▇▇ and the Sellers’ 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 the Purchaser ▇▇▇▇ and the Sellers’ Seller Representative, shall be final and binding.

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

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

Objection. On or prior to the last day of the Review Period, the Sellers’ Seller’s Representative may object to the Closing Working Capital Statement by delivering to the Purchaser Buyer a written statement setting forth its Seller’s Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for the Seller’s Representative’s disagreement therewith (the “Statement of Objections”). If the Sellers’ Seller’s 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 Sellers’ Seller’s Representative. If the Sellers’ Seller’s Representative delivers the Statement of Objections before the expiration of the Review Period, the Purchaser Buyer and the Sellers’ Seller’s Representative shall negotiate in good faith to resolve such objections within 30 20 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 the Purchaser Buyer and the Sellers’ Seller’s Representative, shall be final and binding.

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

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

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