Common use of Objection Clause in Contracts

Objection. On or prior to the last day of the Review Period, Seller Stockholder Representative may object to the Closing Statement and the calculations of any of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as set forth therein, as applicable, 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, including documentation supporting such objections (the “Statement of Objections”). If Seller Stockholder Representative does not deliver a Statement of Objections before the expiration of the Review Period with respect to any of the calculation, then the Closing Statement and the calculation of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Tax Liability Amount set forth therein are deemed to have been accepted by Seller Stockholder Representative and shall be final, binding and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and conclusive for all purposes hereunder. If Seller Stockholder Representative delivers a Statement of Objections before the expiration of the Review Period, Buyer and Seller Stockholder Representative shall negotiate in good faith to resolve the objections made therein within 30 days (or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery of the Statement of Objections (the “Resolution Period”) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If the same are so resolved within the Resolution Period, then such resolution shall be evidenced in writing and be final and binding.

Objection. On or prior to the last day Purchaser shall have until seven (7) days after receipt of the Review Period, Seller Stockholder Representative may object to the Closing Statement and the calculations of any of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as set forth therein, as applicable, 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, including documentation supporting such objections Title Documents (the “Statement Title Objection Deadline”) to notify Title Company and Seller in writing (“Title Defect Notice”) of Objectionsany defect in the title of the Property or any other matter deemed unacceptable to Purchaser disclosed by the Title Commitment or the Title Documents (“Title Defect”). If Purchaser has not provided the Title Defect Notice to the Title Company and Seller on or before the Title Objection Deadline, the matters identified in Schedule B of the Title Commitment shall be deemed to be “Permitted Exceptions”, but Seller shall remain responsible for satisfying any Requirements necessary to issue the basic coverage Title Policy. Seller may notify Purchaser in writing of Seller’s election to cure the Title Defect(s) noted in the Title Defect Notice (“Seller Title Response Notice”) on or before two (2) business days after receipt of the Title Defect Notice (“Seller Title Response Date”). If Seller Stockholder Representative does not deliver a Statement of Objections fails to provide to Purchaser the Seller Title Response Notice on or before the expiration Seller Title Response Date, Seller shall be deemed to have elected not to cure the Title Defect(s). Purchaser may, by written notice to Seller (“Purchaser Title Response Notice”) within two (2) business days after receipt of the Review Period Seller Title Response Notice, or the Seller Title Response Date, whichever is earlier (“Purchase Title Response Date”) (a) elect to waive such Title Defects and proceed to close; or (b) terminate this Agreement, in which case this Agreement shall terminate, the Initial Deposit, other than the Non-Refundable Deposit, shall be returned to Purchaser, and the Title Company shall immediately release the Non-Refundable Deposit to Seller without additional instruction or action by Seller or Purchaser; provided, however, if Purchaser terminates this Agreement pursuant to the terms hereof prior to the Initial Non-Refundable Date, the entire Initial Deposit shall be returned to Purchaser and Seller shall have no claim thereto or right therein. If Purchaser fails to deliver the Purchaser Title Response Notice on or before the Purchaser Title Response Date, Purchaser shall be deemed to have elected to waive the Title Defects and proceed to close. The term “Permitted Exceptions” as used in this Agreement shall be deemed to mean (i) rights of tenants (as tenants only) under all Leases in effect as of the Closing Date; (ii) liens or encumbrances arising out of any activity of Purchaser with respect to the Real Property; (iii) any of matters shown in the calculationTitle Commitment to which Purchaser does not object, then the Closing Statement and the calculation of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses or for which Purchaser waives its objections; and (Eiv) Survey Defects to which Purchaser does not object, or for which Purchaser waives its objections. Notwithstanding anything to the Tax Liability Amount set forth therein are deemed contrary contained in this Agreement, except to the extent caused by Purchaser, Seller shall have been accepted by an affirmative obligation to remove from title on or before Closing (i) any and all monetary liens and encumbrances incurred by, through or under Seller; (ii) any other exception to title created by, through or under Seller Stockholder Representative after the Effective Date of this Agreement and shall be final, binding and conclusive for all purposes hereunder. Any calculation that is to which Purchaser has not disputed in any Statement of Objections shall also be final, binding and conclusive for all purposes hereunder. If Seller Stockholder Representative delivers a Statement of Objections before the expiration of the Review Period, Buyer and Seller Stockholder Representative shall negotiate in good faith to resolve the objections made therein within 30 days (or such other time as Seller Stockholder Representative and Buyer agree consented in writing, and (iii) after the delivery of the Statement of Objections (the “Resolution Period”) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If the same are so resolved within the Resolution Period, then such resolution shall be evidenced Title Defect that Seller has specifically agreed to cure in writing and be final any Requirement of Seller in the Title Commitment, and bindingin no event will such liens or encumbrances constitute Permitted Exceptions.

Objection. On or prior Parent shall (and shall cause the Surviving Corporation to), upon reasonable advance notice, (i) permit the Sellers Representative and its Representatives to have reasonable access to the last day books, records and other documents (including work papers, schedules, financial statements and memoranda) of, and shall reasonably cooperate with the Sellers Representative in seeking to obtain work papers from Parent and the Surviving Corporation that were used in connection with the calculation of the Review PeriodActual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA and provide the Sellers Representative with copies thereof, Seller Stockholder in each case, as reasonably requested by the Sellers Representative may object and (ii) provide the Sellers Representative and its Representatives reasonable access to Parent’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Sellers Representative; provided, however, that, in each case, the Sellers Representative shall conduct any such activities during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of Parent and the Surviving Corporation; provided, further, that independent accountants shall not be obligated to make any work papers available to the Closing Statement Sellers Representative unless and until the calculations Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such access. If the Sellers Representative (on behalf of any the Sellers) disagrees with Parent’s calculation of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount the Actual 2017 Adjusted EBITDA as set forth thereinin the Actual 2017 Earnout Statement or the Actual 2018 Adjusted EBITDA as set forth in the Actual 2018 Earnout Statement, as applicable, the Sellers Representative shall, within ten (10) Business Days after the Sellers Representative’s receipt of such Earnout Statement, notify Parent in writing of such disagreement by delivering to Buyer a written statement setting forth its objections (in reasonable detail) the Sellers Representative’s objections (an “Earnout Objection Notice”); provided, indicating each disputed item or amount and however, that any objections must be on the basis for its disagreement therewith, including documentation supporting such objections (the “Statement of Objections”). If Seller Stockholder Representative does not deliver a Statement of Objections before the expiration of the Review Period with respect to any of the calculation, then the Closing Statement and that the calculation of (A) Closing Net Working Capitalthe Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA as set forth in the applicable Earnout Statement, (Bi) Closing Cashwas not arrived at in accordance with this Agreement or (ii) was arrived at based on mathematical or clerical error. If the Sellers Representative fails to deliver an Earnout Objection Notice to Parent within ten (10) Business Days after the Sellers Representative’s receipt of the applicable Earnout Statement, (C) Closing IndebtednessParent’s calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, (D) Closing Transaction Expenses as applicable, shall be conclusive and (E) binding upon the Tax Liability Amount set forth therein are deemed to have been accepted by Seller Stockholder Representative Parties for purposes of this Agreement and shall be finaldeemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, binding respectively, and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement Parent shall proceed with the payment of Objections shall also be final, binding and conclusive for all purposes hereunderthe applicable Contingent Consideration pursuant to this SECTION 2.7. If Seller Stockholder an Earnout Objection Notice is timely delivered to Parent, then Parent and the Sellers Representative delivers a Statement of Objections before the expiration (on behalf of the Review Period, Buyer and Seller Stockholder Representative Sellers) shall negotiate in good faith to resolve their disagreements with respect to the objections made therein computation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, set forth in the relevant Earnout Statement. Any item not specifically objected to by the Sellers Representative in an Earnout Objection Notice shall be conclusive and binding upon the Parties for purposes of this Agreement. If Parent and the Sellers Representative resolve all disagreements, then the amounts agreed shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, as applicable. In the event that Parent and the Sellers Representative (on behalf of the Sellers) are unable to resolve all such disagreements within 30 thirty (30) days after Parent’s receipt of such Earnout Objection Notice, Parent and the Sellers Representative shall submit such remaining disagreements to the Accounting Firm. The Accounting Firm shall have exclusive jurisdiction over, and resort to the Accounting Firm as provided in this SECTION 2.7 shall be the only recourse and remedy of the Parties against one another with respect to, any disputes arising out of or relating to the adjustments pursuant to this SECTION 2.7. Parent and the Sellers Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within sixty (or such other time as Seller Stockholder Representative and Buyer agree in writing60) days after the delivery submission of such disagreements to the Accounting Firm. The Accounting Firm shall consider only those items and amounts in Parent’s and the Sellers Representative’s respective calculations of the Statement Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, that are identified as being items and amounts to which Parent and the Sellers Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Accounting Firm’s determination of Objections the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be based solely on written materials submitted by Parent and the Sellers Representative (the “Resolution Period”i.e., not on independent review) and such negotiations on the definition of “Adjusted EBITDA” included herein. The determination of the Accounting Firm shall be governed by Rule 408 of conclusive and binding upon the Federal Rules of Evidence Parties and any applicable similar law. If shall not be subject to appeal or further review (absent manifest error or fraud) and the same are so resolved within the Resolution Period, then such resolution amounts determined shall be evidenced in writing deemed to be the Final 2017 Adjusted EBITDA and be final and bindingthe Final 2018 Adjusted EBITDA, as applicable.

Objection. On or prior to the last day of the Review Period, Seller Stockholder Representative may object to the Closing Date Statement and the calculations of any of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as set forth therein, as applicable, 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, including documentation supporting such objections those items that Seller disputes (the “Statement of Objections”). The Statement of Objection shall (i) specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components of the Closing Date Statement not being calculated in accordance with this Section 2.06, and (iii) specify the line item or items in the Closing Date Statement with which Seller disagrees and the amount of each such line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objections. If Seller Stockholder Representative does not fails to deliver a the Statement of Objections before the expiration of the Review Period with respect to any of the calculationPeriod, then the Closing Date Statement and the calculation of (A) Actual Working Capital and Actual Indebtedness reflected in the Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Tax Liability Amount set forth therein are Date Statement shall be deemed to have been accepted by Seller Stockholder Representative and shall be final, binding deemed the “Final Working Capital” and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections “Final Indebtedness” and shall also be final, binding final and conclusive for all purposes hereunderbinding. If Seller Stockholder Representative delivers a the Statement of Objections before the expiration of the Review Period, Buyer and Seller Stockholder Representative shall negotiate in good faith to resolve the such objections made therein within 30 thirty (30) days (or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery of the Statement of Objections (the “Resolution Period”) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If ), and, if the same are so resolved within the Resolution Period, then the Closing Date Statement and the Actual Working Capital and Actual Indebtedness with such resolution changes as may have been previously agreed in writing by Buyer and Seller, shall be evidenced in writing deemed the “Final Working Capital” and “Final Indebtedness” and shall be final and binding.

Objection. (a) On or prior to before the last day of the Teck Review Period, Seller Stockholder Representative Teck US may object to the PolyMet Closing Permitted Expenses Statement and the calculations of any of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as set forth therein, as applicable, by delivering to Buyer JVCo a written statement setting forth its out Teck US's objections in reasonable detail, indicating each disputed item or amount and the basis for its Teck US's disagreement therewith, including documentation supporting such objections therewith (the “a "Teck Statement of Objections”"). If Seller Stockholder Representative does not Teck US fails to deliver a Teck Statement of Objections before the expiration of the Teck Review Period with respect to any of Period, the calculation, then the PolyMet Closing Permitted Expenses Statement and the calculation of (A) Post-Closing Net Working CapitalPermitted Expenses Adjustment, (B) as the case may be, reflected in the PolyMet Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Permitted Expenses and (E) the Tax Liability Amount set forth therein are Statement shall be deemed to have been accepted by Seller Stockholder Representative and shall be final, binding and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and conclusive for all purposes hereunderTeck US. If Seller Stockholder Representative Teck US delivers a the Teck Statement of Objections before the expiration of the Teck Review Period, Buyer Teck US and Seller Stockholder Representative JVCo shall negotiate in good faith to resolve the such objections made therein within 30 days (or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery of the Teck Statement of Objections (the “"Teck Resolution Period”) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If "), and, if the same are so resolved within the Teck Resolution Period, then the Post-Closing Permitted Expenses Adjustment and the PolyMet Closing Permitted Expenses Statement with such resolution shall be evidenced changes as may have been previously agreed in writing by Teck US and JVCo, shall be final and binding. (b) On or before the last day of the PolyMet Review Period, JVCo may object to the Teck Closing Permitted Expenses Statement by delivering to Teck US a written statement setting out JVCo's objections in reasonable detail, indicating each disputed item or amount and the basis for JVCo's disagreement therewith (a "PolyMet Statement of Objections"). If JVCo fails to deliver a PolyMet Statement of Objections before the expiration of the PolyMet Review Period, the Teck Closing Permitted Expenses Statement and the Post-Closing Permitted Expenses Adjustment, as the case may be, reflected in the Teck Closing Permitted Expenses Statement shall be deemed to have been accepted by JVCo. If JVCo delivers the PolyMet Statement of Objections before the expiration of the PolyMet Review Period, JVCo and Teck US shall negotiate to resolve such objections within 30 days after the delivery of the PolyMet Statement of Objections (the "PolyMet Resolution Period"), and, if the same are so resolved within the PolyMet Resolution Period, the Post-Closing Permitted Expenses Adjustment and the Teck Closing Permitted Expenses Statement with such changes as may have been previously agreed in writing by JVCo and Teck US, shall be final and binding.

Objection. On or prior to If the last day of the Review Period, Seller Stockholder Representative may object to the Closing Statement and the calculations of any disagrees with Buyer’s (i) calculation of (A) Closing Net Relevant Working Capital, (B) Closing CashRelevant Debt, (C) Closing IndebtednessActual Relevant Working Capital Surplus, if any, (D) Closing Transaction Expenses and Actual Relevant Working Capital Deficit, if any, (E) Tax Liability Amount as set forth thereinCash Equivalents, as applicable(F) Transaction Expenses or (G) Actual CAPEX Deficit or (ii) calculation of the Closing Purchase Price determined using the foregoing calculations, by delivering the Seller shall deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent of such disagreement, and the Seller’s proposed resolution to any such disagreement to Buyer a written statement setting forth on or before the 60th day following its objections in reasonable detail, indicating each disputed item or amount receipt of the Final Closing Statement and the basis for its disagreement therewith, including documentation supporting such objections Final Closing Balance Sheet (the “Statement of ObjectionsAdjustment Objection Period”). If For the avoidance of doubt, (x) the Seller Stockholder Representative does may not deliver a Statement of Objections before amend, supplement or modify the expiration Objection Notice after the end of the Review Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Seller is not described in the Objection Notice received by Buyer, (2) no Objection Notice is timely delivered by the Seller to Buyer or (3) the Seller provides written notice to Buyer at any time during the Adjustment Objection Period that it agrees with respect to any of the calculationcalculations in the Final Closing Statement, then all matters described in the Final Closing Statement that are not objected to by the Seller in the Objection Notice will be final, conclusive and binding on the parties and not subject to appeal. If the Seller timely delivers an Objection Notice to Buyer delivered in accordance with the notice provisions set forth in Section 9.2, Buyer and the calculation Seller will endeavor to resolve any disagreements noted in the Objection Notice in good faith during the 20 Business Days after the receipt by Buyer of such Objection Notice, or such longer period as the Buyer and Seller may mutually agree (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses the “Adjustment Resolution Period”). Any such disagreements that are resolved by the Buyer and (E) Seller during the Tax Liability Amount set forth therein are deemed to have been accepted by Seller Stockholder Representative and Adjustment Resolution Period shall be final, conclusive and binding on the parties and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and conclusive for all purposes hereundersubject to appeal. If Seller Stockholder Representative delivers a Statement of Objections before the expiration of the Review Period, Buyer and Seller Stockholder Representative shall negotiate in good faith to do not resolve all such disagreements by the objections made therein within 30 days (or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery end of the Statement of Objections (the “Resolution Period”) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If the same are so resolved within the Adjustment Resolution Period, then such resolution they shall, within five days thereafter, commence the process to retain the Firm (or if the Firm is unable to serve as the Firm for any reason whatsoever, including for reasons of conflict of interest), the parties shall, within five days thereafter, retain the Second Firm, in which case the Second Firm shall be evidenced deemed to be the Firm for purposes of this Agreement. In connection with engaging the Firm, each party agrees, if requested by the Firm, to work with the Firm to negotiate and execute an engagement letter on terms reasonably satisfactory to the Seller and the Buyer, in writing accordance with the guidelines and be final procedures set forth on Exhibit F. The Buyer, the Seller and bindingtheir respective Representatives will cooperate with the Firm during its resolution of any disagreements included in the Objection Notice and not otherwise resolved during the Adjustment Resolution Period. Unless otherwise agreed by the parties in writing, the Firm shall make its determination in accordance with the guidelines and procedures set forth in this Agreement and on Exhibit F; provided that any delay in delivering such determination shall not invalidate the award or otherwise deprive the Firm of jurisdiction.

Objection. On or prior to the last day of the Review Period, Seller Stockholder Representative may object to the Closing The Revenue Statement and the calculations of any of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as Recurring Revenue Shortfall set forth thereintherein shall be deemed accepted by Sellers and binding unless Sellers send Buyer a written objection thereto within thirty (30) days following Sellers’ receipt thereof. In the event that Sellers deliver a timely written objection as aforesaid, and Buyer and Sellers are unable to resolve such objection within thirty (30) days after Buyer is notified of Sellers’ objection, the matters in dispute shall be submitted for final and binding determination to a firm of independent certified public accountants of national recognition and standing having offices in the Hartford, Connecticut area that has not had a material relationship with Buyer or Sellers, as jointly selected by Buyer and Sellers (the “Accountants”). The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. In the event that the parties are unable to agree on the identity of the Accountants, then the firm to be used shall be selected by lot from among the “Big 4” accounting firms having offices in the Hartford, Connecticut area, other than those firms which have had a material relationship with Buyer or Sellers. The Actual Recurring Revenue and resulting Recurring Revenue Shortfall proposed by Buyer, as adjusted by agreement of Sellers and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by delivering to Buyer a written statement setting forth its objections Sellers in reasonable detailaccordance with this paragraph, indicating each disputed item or amount and shall be binding on the basis for its disagreement therewith, including documentation supporting such objections parties hereto (the “Statement of ObjectionsFinal Recurring Revenue” and the “Final Recurring Revenue Shortfall”). If Seller Stockholder Representative does not deliver a Statement Buyer, on the one hand, and Sellers, on the other hand, shall each pay their own expenses of Objections before preparing and analyzing the expiration Final Recurring Revenue and the Final Recurring Revenue Shortfall and resolving objections thereto. The fees and expenses of the Review Period with respect to any of the calculation, then the Closing Statement and the calculation of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Tax Liability Amount set forth therein are deemed to have been accepted by Seller Stockholder Representative and shall be final, binding and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and conclusive for all purposes hereunder. If Seller Stockholder Representative delivers a Statement of Objections before the expiration of the Review Period, Buyer and Seller Stockholder Representative shall negotiate in good faith Accountants used to resolve objections will be borne equally by Buyer, on the objections made therein within 30 days (or such one hand, and Sellers, on the other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery of the Statement of Objections (the “Resolution Period”) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If the same are so resolved within the Resolution Period, then such resolution shall be evidenced in writing and be final and bindinghand.

Objection. On In reviewing the Post Closing Statement, the Sellers’ Representative shall have the right to discuss such matters with Parent and to review the work papers, schedules, memoranda, and other documents Parent prepared or prior caused to be prepared, or reviewed in determining each of the items set forth on the Post Closing Statement. Unless the Sellers’ Representative delivers to Parent, within ten (10) Business Days of receipt of the Post Closing Statement, written notice (an “Objection Notice”) describing its exceptions to the last day of Post Closing Statement, the Review Period, Seller Stockholder Representative may object to the Post Closing Statement will be conclusive and binding on the calculations of any of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as set forth therein, as applicable, 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, including documentation supporting such objections Parties (the “Statement of ObjectionsDefinitive Post Closing Statement”). If Seller Stockholder the Sellers’ Representative does not deliver a Statement of Objections before submits an Objection Notice within the expiration period set forth herein, then (i) for ten (10) Business Days after receipt of the Review Period with respect Objection Notice, Parent and the Sellers’ Representative shall use their Commercially Reasonable Best Efforts to agree on the Definitive Post Closing Statement, and (ii) lacking such agreement, the Post Closing Statement will be referred to Deloitte & Touche, LLP (the “Independent Accountants”), to resolve the issues in dispute. The Independent Accountants’ services and authority to make a determination shall be limited in scope to the disputed issues and the amounts identified in the Objection Notice. The Independent Accountants shall apply the provisions of this Section 2.5 to the disputed issues, and shall have no authority or power to alter, modify, amend, add to or subtract from any term or provision of this Agreement. The Parties shall instruct the Independent Accountants to render its decision within thirty (30) days of the calculationengagement, then the Closing Statement which determination shall be set forth in a written statement delivered to Parent and the calculation of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Tax Liability Amount set forth therein are deemed to have been accepted by Seller Stockholder Sellers’ Representative and shall be conclusive and binding upon the parties for all purposes under this Agreement. The Independent Accountants shall allocate its costs and expenses between Parent and the Sellers based upon the percentage of the disputed amounts submitted to the Independent Accountants that is ultimately awarded to the Sellers, on the one hand, or Parent, on the other hand, such that the Sellers shall bear a percentage of such costs and expenses equal to the percentage of the disputed amount awarded to Parent (with any costs and expenses payable by the Sellers to be retained by Parent from the Holdback Amount) and Parent shall bear a percentage of such costs and expenses equal to the percentage of the disputed amount awarded to the Sellers. The determination of the Independent Accountants shall be final, binding and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and conclusive for all purposes hereunder. If Seller Stockholder Representative delivers a Statement of Objections before the expiration of the Review Period, Buyer and Seller Stockholder Representative shall negotiate in good faith to resolve the objections made therein within 30 days (or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery of the Statement of Objections (the “Resolution Period”) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If the same are so resolved within the Resolution Period, then such resolution shall be evidenced in writing and be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Stockholder and Warrant Holder Representative may object to the Final Closing Date Statement and the calculations of any of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as set forth therein, as applicable, by delivering to Buyer a written statement setting forth its Seller’s and Warrant Holder Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for its and Seller’s and Warrant Holder Representative’s disagreement therewith, including documentation supporting such objections therewith (the “Statement of Objections”). If Seller Stockholder and Warrant Holder Representative does not fail to deliver a Statement of Objections before the expiration of the Review Period with respect to any of the calculation, then the Closing Statement and the calculation of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Tax Liability Amount set forth therein are deemed to have been accepted by Seller Stockholder Representative and shall be final, binding and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and conclusive for all purposes hereunder. If Seller Stockholder Representative delivers a Statement of Objections before the expiration of the Review Period, Buyer the Final Closing Date Statement and the calculations contained therein shall be deemed to have been accepted by Seller and Warrant Holder Representative and shall be final and binding. In addition, all items not expressly disputed in a timely Statement of Objections shall be deemed to have been accepted by Seller and Warrant Holder Representative and shall be final and binding. If Seller and Warrant Holder Representative deliver the Statement of Objections before the expiration of the Review Period, Buyer, on the one hand, and Seller Stockholder Representative and Warrant Holder Representative, on the other hand, shall negotiate in good faith to resolve the such objections made therein within 30 thirty (30) days (or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery of the Statement of Objections (the “Resolution Period”) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If ), and, if the same are so resolved within the Resolution Period, then the Final Closing Date Statement and the calculations contained therein, in each case with such resolution shall be evidenced changes as may have been previously agreed in writing by Buyer, on the one hand, and Seller and Warrant Holder Representative, on the other hand, shall be final and bindingbinding and shall not be subject to judicial review.

Objection. On or prior to the last day of the Review Period, Seller Stockholder Representative may object to the Closing Statement and the calculations of any of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as set forth therein, as applicable, by delivering to Buyer a written statement setting forth its Seller Representative’s objections in reasonable detail, indicating each disputed item or amount of Closing Working Capital, Closing PP&E Amount, Closing Cash, Closing Indebtedness and Closing Transaction Expenses and in reasonable detail the basis for its Seller Representative’s disagreement therewith, including documentation supporting such objections therewith and calculation thereof (the “Statement of Objections”). If Seller Stockholder Representative does not fails to deliver a the Statement of Objections before the expiration of the Review Period with respect to any of the calculationPeriod, then the Closing Statement and the calculation of (A) Post-Closing Net Working CapitalAdjustment, (B) as the case may be, reflected in the Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Tax Liability Amount set forth therein are Statement shall be deemed to have been accepted by Seller Stockholder Representative on behalf of Sellers. In addition, any item or amount of Closing Working Capital, Closing PP&E Amount, Closing Cash, Closing Indebtedness and shall Closing Transaction Expenses to which no dispute is raised in the Statement of Objections will be final, conclusive and binding and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement on the parties as of Objections shall also be final, binding and conclusive for all purposes hereunderthe expiration of the Review Period. If Seller Stockholder Representative delivers a the Statement of Objections before the expiration of the Review Period, Buyer and Seller Stockholder Representative shall negotiate in good faith to resolve the such objections made therein within 30 thirty (30) days (or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery of the Statement of Objections (the “Resolution Period”) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If ), and, if the same are so resolved within the Resolution Period, then the Post-Closing Adjustment and the Closing Statement with such resolution shall be evidenced changes as may have been previously agreed in writing by Buyer and Seller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Stockholder Representative may object to the Closing Working Capital Statement and the calculations of any of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as set forth therein, as applicable, by delivering to Buyer a written statement setting forth its Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for its Seller’s disagreement therewith, including documentation supporting therewith (any such objections disagreement to be limited to whether the calculation of Net Working Capital included in the Closing Working Capital Statement is mathematically correct and/or has been prepared in accordance with this Section 2.06 and the definition of Net Working Capital (and any definition(s) included in such definition) (the “Statement of Objections”). If Seller Stockholder Representative does not fails to deliver a the Statement of Objections before the expiration of the Review Period with respect to any of the calculationPeriod, then the Closing Working Capital Statement and the calculation of (A) Post-Closing Net Adjustment, as the case may be, reflected in the Closing Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Tax Liability Amount set forth therein are Capital Statement shall be deemed to have been accepted by Seller Stockholder Representative and shall be final, binding and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and conclusive for all purposes hereunderSeller. If Seller Stockholder Representative delivers a the Statement of Objections before the expiration of the Review Period, Buyer and Seller Stockholder Representative shall negotiate in good faith to resolve the such objections made therein within 30 thirty (30) days (or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery of the Statement of Objections (the “Resolution Period”) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If ), and, if the same are so resolved within the Resolution Period, then the Post-Closing Adjustment and the Closing Working Capital Statement with such resolution shall be evidenced changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding. During the Resolution Period, Buyer and Buyer’s Representatives shall have reasonable access to the relevant books and records of Seller, the personnel of, and work papers prepared by, Seller and/or Seller’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Seller’s possession) relating to the Closing Working Capital Statement as Buyer may reasonably request for the purpose of reviewing the Statement of Objections; provided, however, that such access shall be during normal business hours and in a manner that does not interfere with the normal business operations of Seller.

Objection. On or prior to the last day of the Review Period, Seller Stockholder Representative may object to the Closing Date Statement and the calculations of any of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as set forth therein, as applicable, 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, including documentation supporting such objections those items that Seller disputes (the “Statement of Objections”). The Statement of Objections shall (i) specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components of the Closing Date Statement not being calculated in accordance with this Section 2.06, and (iii) specify the line item or items in the Closing Date Statement with which Seller disagrees and the amount of each such line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objections. If Seller Stockholder Representative does not fails to deliver a the Statement of Objections before the expiration of the Review Period with respect to any of the calculationPeriod, then the Closing Date Statement and the calculation of (A) Actual Working Capital and Actual Assumed Indebtedness reflected in the Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Tax Liability Amount set forth therein are Date Statement shall be deemed to have been accepted by Seller Stockholder Representative and shall be final, binding deemed the “Final Working Capital” and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections “Final Assumed Indebtedness” and shall also be final, binding final and conclusive for all purposes hereunderbinding. If Seller Stockholder Representative delivers a the Statement of Objections before the expiration of the Review Period, Buyer and Seller Stockholder Representative shall negotiate in good faith to resolve the such objections made therein within 30 thirty (30) days (or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery of the Statement of Objections (the “Resolution Period”) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If ), and, if the same are so resolved within the Resolution Period, then the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness with such resolution changes as may have been previously agreed in writing by Buyer and Seller, shall be evidenced in writing deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding.

Objection. After receipt of the Final Working Capital Statement, Seller shall have 30 days (the “Review Period”) to review the Final Working Capital Statement. During the Review Period, Seller and Seller’s Representatives shall have reasonable access to the relevant books and records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller Stockholder Representative may object to the Closing Final Working Capital Statement and the calculations of any of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as set forth therein, as applicable, by delivering to Buyer a written statement setting forth its Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for its Seller’s disagreement therewith, including documentation supporting such objections therewith (the “Statement of Objections”). If Seller Stockholder Representative does not fails to deliver a the Statement of Objections before the expiration of the Review Period with respect to any of Period, the calculationFinal Working Capital Statement, then and the Closing Adjustment, as the case may be, reflected in the Final Working Capital Statement and the calculation of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Tax Liability Amount set forth therein are shall be deemed to have been accepted by Seller Stockholder Representative and shall be final, binding and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and conclusive for all purposes hereunderSeller. If Seller Stockholder Representative delivers a the Statement of Objections before the expiration of the Review Period, Buyer and Seller Stockholder Representative shall negotiate in good faith to resolve the such objections made therein within 30 days (or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery of the Statement of Objections but in no event later than the Closing Date (the “Resolution Period”) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If ), and, if the same are so resolved within the Resolution Period, then the Closing Adjustment and the Final Working Capital Statement with such resolution shall be evidenced changes as may have been previously agreed in writing by ▇▇▇▇▇ and Seller, shall be final and binding.

Objection. On or prior Within 30 days of receipt of the Draft Closing Date Statement, the Vendors’ Representative may notify the Purchaser in writing of any objections it may have to the last day of the Review Period, Seller Stockholder Representative may object to the Draft Closing Date Statement and the calculations of any of (A) Closing Working Capital and/or Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as Debt set forth thereintherein (an “Objection Notice”), as applicablewhich Objection Notice will set forth the amount in dispute and a description of the nature and basis for each of the disagreements. If an Objection Notice is not so delivered to the Purchaser, by delivering to Buyer a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount the Draft Closing Date Statement shall become the “Closing Date Statement” for the purposes hereof and the basis for its disagreement therewith, including documentation supporting such objections (Working Capital and the “Net Debt set forth in the Draft Closing Date Statement of Objections”)will be conclusive and binding on the Parties. If Seller Stockholder Representative does not deliver a Statement of Objections before an Objection Notice is so delivered to the expiration of the Review Period with respect to any of the calculationPurchaser, then the Closing Statement Vendors’ Representative and the calculation of (A) Closing Net Working CapitalPurchaser will forthwith, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Tax Liability Amount set forth therein are deemed to have been accepted by Seller Stockholder Representative and shall be final, binding and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be finalevent within 15 days, binding and conclusive for all purposes hereunder. If Seller Stockholder Representative delivers a Statement of Objections before the expiration of the Review Period, Buyer and Seller Stockholder Representative shall negotiate in good faith to resolve any such objections. In the event that the Vendors’ Representative and the Purchaser are unable to resolve all such objections made therein within 30 15 days (after the Purchaser’s receipt of such Objection Notice, the Vendors’ Representative and the Purchaser will submit such remaining disagreements to PKF International Limited or BDO UK LLP, in England, or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery mutually agreeable English nationally-recognized firm of the Statement of Objections independent chartered accountants (the “Resolution PeriodIndependent Accountant”) and such negotiations shall be governed by Rule 408 whose determination of the Federal Rules dispute will be made within 15 days of Evidence and any applicable similar lawthe date of such submission. If the same are so resolved within Vendors’ Representative and the Resolution PeriodPurchaser cannot agree on the selection of a nationally-recognized firm of independent chartered accountants to act as Independent Accountant, then either of them may apply to a court of competent jurisdiction to appoint such resolution shall an Independent Accountant, and such appointment will be evidenced in writing conclusive and binding on the Parties. The Independent Accountant’s determination of Working Capital and Net Debt will be final conclusive and bindingbinding on the Parties, absent manifest error, and will become the “Closing Date Statement” for purposes hereof.

Objection. On or prior to the last day of the Review Period, Seller Stockholder Representative may object in writing to the Closing Statement and the calculations of any of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Cash and/or Closing Transaction Expenses and (E) Tax Liability Amount as set forth therein, as applicableExpenses, by delivering to Buyer Purchasers a written statement setting forth its Seller’s objections in reasonable detail, indicating each disputed item or the nature and amount of any dispute as to Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement, and the basis with reasonable support for its Seller’s disagreement therewith, including documentation supporting such objections therewith (the “Statement of Objections”). If Seller Stockholder Representative does not fails to deliver a the Statement of Objections before the expiration of the Review Period with respect prior to any of the calculation, then the Closing Statement and the calculation of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the Tax Liability Amount set forth therein are deemed to have been accepted by Seller Stockholder Representative and shall be final, binding and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and conclusive for all purposes hereunder. If Seller Stockholder Representative delivers a Statement of Objections before the expiration of the Review Period, Buyer then the Final Closing Statement will be deemed to have been accepted by Seller. If Seller delivers a Statement of Objections on or prior to the last day of the Review Period, then Seller and Seller Stockholder Representative Purchasers shall negotiate in good faith to resolve any differences that they may have with respect to the objections made therein computation of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified in the Final Closing Statement within 30 fifteen (15) days (or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery receipt by Purchasers of the Statement of Objections (the “Resolution Period”) ). Seller shall be deemed to have agreed with all items and amounts of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Statement of Objections, and such negotiations items and amounts shall not be governed by Rule 408 subject to review in accordance with Section 1.04(b)(iv). Any Statement of Objections may reference only disagreements based on mathematical errors or based on amounts of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as reflected on the Federal Rules Final Closing Statement not being calculated in accordance with this Section 1.04, the definitions of Evidence Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses and, with respect to Closing Net Working Capital, Closing Indebtedness and any applicable similar lawClosing Cash only, the Applicable Accounting Principles. If the same such objections are so resolved within the Resolution Period, then such resolution the Final Closing Statement shall be evidenced updated with such changes as have been agreed to in writing by Seller and Purchasers, and will be final and bindingbinding on the Parties and shall not be subject to appeal or further review.