Common use of Objection Clause in Contracts

Objection. On or prior to the 5:00 PM EST on the last day of the Review Period, Sellers’ Representative may object to the December 31 Actual Balance Sheet or each Earn-Out Statement on behalf of Sellers by delivering to Buyer a written statement setting forth Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Sellers’ disagreement therewith (the “Statement of Objections”). If Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the December 31 Actual Balance Sheet, the Net Equity Adjustment (if any) or the Earn-Out Statement shall be deemed to have been accepted by Sellers. If Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Sellers’ Representative shall negotiate in good faith to resolve such objections within 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 Net Equity Adjustment and the December 31 Actual Balance Sheet or the Earn-Out Statement with such changes as may have been previously agreed in writing by Buyer and 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, Sellers’ Seller’s Representative may object to the December 31 Actual Balance Sheet or each Earn-Out Closing Statement on behalf of Sellers by delivering to Buyer Purchaser a written statement setting forth Sellers’ Seller’s Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Sellers’ Company’s disagreement therewith (the “Statement of Objections”). If Sellers’ S▇▇▇▇▇’s Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the December 31 Actual Balance SheetClosing Statement and the Post-Closing Adjustment Amount, as the Net Equity Adjustment (if any) or case may be, reflected in the Earn-Out Closing Statement shall be deemed to have been accepted by SellersSeller’s Representative. If Sellers’ S▇▇▇▇▇’s Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Sellers’ Seller’s Representative shall negotiate in good faith to resolve such objections within thirty (30) Days days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Net Equity Post-Closing Adjustment and the December 31 Actual Balance Sheet or the Earn-Out Closing Statement with such changes as may have been previously agreed in writing by Buyer P▇▇▇▇▇▇▇▇ and Sellers’ Representative, Seller’s Representative shall be final and bindingbinding on the Parties to this Agreement.

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

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