Common use of Objection Clause in Contracts

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

Objection. On or prior to the last day of the Review Period, Shareholder Stockholder Representative may object to the Closing Tangible Net Worth Statement by delivering to Parent a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the “Statement of Objections”). If Shareholder Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Tangible Net Worth Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Tangible Net Worth Statement shall be deemed to have been accepted by Shareholder Stockholder Representative. If Shareholder Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Parent and Shareholder Stockholder Representative shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections, or such other period of time as Parent and Shareholder Representative shall agree to in writing Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Tangible Net Worth Statement with such changes as may have been previously agreed in writing by Parent and Shareholder Stockholder Representative, shall be final and binding.

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

Objection. On or prior to the last day of the Review Period, Shareholder Stockholder Representative may object to the Closing Statement by delivering to Parent a written statement setting forth its Stockholder Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for its Stockholder Representative’s disagreement therewith (the “Statement of Objections”). If Shareholder Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement and Statement, the Post-Closing Adjustment, as Adjustment and the case may be, other calculations reflected in the Closing Statement shall be deemed to have been accepted by Shareholder Stockholder Representative. If Shareholder Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Parent and Shareholder Stockholder Representative shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections, or such other period of time as Parent and Shareholder Representative shall agree to in writing Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and Adjustment, the Closing Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Parent and Shareholder Stockholder Representative, shall be final and binding.

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

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

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

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

Objection. On or prior to the last day of the Closing Statement Review Period, Shareholder the Company Representative may object to the Closing Statement by delivering to Parent a written statement setting forth its their objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the “Statement of Objections”). If Shareholder the Company Representative fails to deliver the Statement of Objections before the expiration of the Closing Statement Review Period, the Closing Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by Shareholder the Company Representative. If Shareholder the Company Representative delivers the Statement of Objections before the expiration of the Closing Statement Review Period, Parent and Shareholder the Company Representative shall negotiate in good faith to resolve such objections within 30 thirty (30) days after the delivery of the Statement of Objections, or such other period of time as Parent and Shareholder Representative shall agree to in writing Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Statement with such changes as may have been previously agreed in writing by Parent and Shareholder the Company Representative, shall be final and binding.