Objections; Dispute Resolution. 7 3.8 Taxes...........................................................................................8 3.9 Prorations......................................................................................8
Objections; Dispute Resolution. (a) If Seller concludes that any matter reported in the Net Tangible Assets Statement, an Annual Earn-Out Certificate, or an Option Shares Purchase Price Certificate is not accurate, Seller shall, within thirty (30) days after its receipt of such certificate (the "Response Period"), deliver to Buyer a written statement (the "Objection Notice"): (i) setting forth in reasonable detail the nature of the objections to each of any discrepancies believed to exist, and (ii) requesting all additional information required by the Seller to perform calculations relating to matters contained in such certificate. If no Objection Notice is given within the Response Period, then the calculations set forth in the Net Tangible Assets Statement, Annual Earn-Out Certificate, or Option Shares Purchase Price Certificate, shall be controlling for all purposes of this Agreement.
Objections; Dispute Resolution. (a) On each Earn-Out Payment Date, Purchaser and Stonepath shall prepare and deliver to the Shareholder, along with the Earn-Out Payment, a certificate (the "Annual Earn-Out Certificate") signed by the Chief Financial Officer of Stonepath setting forth the amount and method of calculating Net Income Before Taxes for the prior calendar year (or portion thereof) the calculation of the Earn-Out Payment then due, if any, and the recovery of the Shortfall Amount, if any.
Objections; Dispute Resolution. Prior to the expiration of the Review Period, the VE Member Representative (on behalf of the VE Members) may object to VI’s determination of the Cumulative Net Revenue Amount (or, in the event of a mathematical error, to the calculations of the Contingent Consideration Amount, the Incremental Net Revenue Amount or the Pre-Interest Contingent Amount) set forth in the Contingent Consideration Statement or to the amount of detail provided pursuant to paragraph (c) above, by delivering a written notice of objection to VI (an “Objection Notice”). Any Objection Notice shall state in reasonable detail the basis for such objection, as well as the amount in dispute. If the VE Member Representative fails to deliver an Objection Notice to VI prior to the expiration of the Review Period, then the calculations set forth in the Contingent Consideration Statement shall be final and binding on the parties hereto. If the VE Member Representative timely delivers an Objection Notice, VI and the VE Member Representative shall negotiate in good faith to resolve the disputed items and agree upon the Cumulative Net Revenue Amount. If VI and the VE Member Representative are unable to reach agreement within thirty (30) days after the date of delivery of the Objection Notice (or any longer period that may be agreed between them to continue such discussions), all unresolved disputed items shall be promptly submitted for resolution to (i) an internationally-recognized, independent certified public accounting firm mutually acceptable to VI and the VE Member Representative (the “Accounting Firm”) or (ii) if VI and the VE Member Representative are unable to agree upon such a firm within ten (10) Business Days (or any longer period that may be agreed between them to continue such discussions), VI and the VE Member Representative shall, within a further ten (10) Business Days, each select one such firm and those two firms shall, within ten (10) Business Days after their selection, select a third such firm, in which event “Accounting Firm” shall mean such third firm. The Accounting Firm shall act as an arbitrator to determine, based solely on information presented by the VE Member Representative, the Third Party Auditor and VI and not by independent review, and without shifting the burden of proof to either VI or the VE Member Representative, only those unresolved items that are specified in the Objection Notice and shall be limited to those adjustments, if any, required to be made to the ...
Objections; Dispute Resolution. (A) If within 60 calendar days after delivery of any statement referred to in Section 2(f)(ii)(B) or Section 2(f)(ii)(C), the SFHC Partners' Representative objects to the Buyer's determination of the dollar amount of the consideration required to be delivered with such statement, then the SFHC Partners' Representative shall deliver to Buyer a written notice (an "Objection Notice") setting forth the dollar amount determined by the SFHC Partners' Representative to represent the amount of such consideration.
Objections; Dispute Resolution. (a) If the Shareholders conclude that any matter reported in an Annual Earn-Out Certificate or Closing Certificate is not accurate, the Shareholders shall, within thirty (30) days after their receipt of the such Annual Earn-Out Certificate or Closing Certificate (the "Response Period"), deliver to the Purchaser a written statement (the "Objection Notice"): (i) setting forth in reasonable detail the nature of the objections to each of any discrepancies believed to exist, and (ii) requesting all additional information required by the Shareholders to perform calculations relating to matters contained in such certificate. If no Objection Notice is given within the Response Period, then the calculations set forth in an Annual Earn-Out Certificate or Closing Certificate, as applicable, shall be controlling for all purposes of this Agreement and, (A) in the case of an Annual Earn-Out Certificate, Purchaser shall pay the Shareholders the amount, if any, which it is obligated to pay in accordance with Sections 1.2(b)(ii) and (iv), and (B) in the case of the Closing Certificate, the Shareholders shall pay the Purchaser the amount, if any, which they are obligated to pay in accordance with Section 1.3(b) of this Agreement and the Purchaser shall pay the Shareholders the amount, if any, which it is obligated to pay in accordance with Section 1.3(c) of this Agreement.
Objections; Dispute Resolution. (a) If Purchaser, acting reasonably and in good faith, concludes that any matter reported in the Closing Certificate is not accurate, Purchaser shall, within forty-five (45) days after its receipt of the Closing Certificate (the "Response Period"), deliver to Stonepath a written statement (the "Objection Notice"): (i) stating the specific reason(s) for its objection(s) to each of any discrepancies believed to exist, and (ii) the alternate calculations offered by the Purchaser along with supporting data. If no Objection Notice is given within the Response Period, then the calculations set forth in the Closing Certificate shall be controlling for all purposes of this Agreement and Stonepath shall pay the Purchaser the amount, if any, which it is obligated to pay in accordance with Section 1.3(b) of this Agreement and the Purchaser shall pay Stonepath the amount, if any, which it is obligated to pay in accordance with Section 1.3(c) of this Agreement.
Objections; Dispute Resolution. (a) On or before each Tier-1 and Tier-2 Earn-Out Payment Date, or delivery of the Closing Balance Sheet under Section 1.4, as the case may be, the Purchaser shall prepare and deliver to the Shareholders, along with the Tier-1 or Tier-2 Earn-Out Payment, or the Subsequent Closing Cash Payment, as the case may be, a certificate, along with all supporting data reasonable necessary to validate the amount and the calculation of the earn-out payments (collectively, the “Earn-Out Certificate”) signed by a senior executive of the Purchaser setting forth the amount and method of calculating the amounts paid.
Objections; Dispute Resolution. (a) Not later than five (5) business days after each Earn-Out Payment Date and the Tier-2 Earn-Out Payment Date, as the case may be, the Purchaser shall prepare and deliver to the Shareholders, along with the Earn-Out Payment or Tier-2 Earn-Out Payment, as the case may be, a certificate (the “Earn-Out Certificate”) signed by a senior executive of the Purchaser setting forth the amount and method of calculating Income from Continuing Operations for the prior fiscal year (or, in the case of the Tier-2 Earn-Out Payment, for the prior 5 fiscal years), the calculation of the Earn-Out Payment or Tier-2 Earn-Out Payment, as the case may be, then due, if any, and the recovery of the Shortfall Amount, if any, if applicable.
Objections; Dispute Resolution. (i) Prior to the expiration of the Contingent Payment Statement Review Period, Seller may object to Purchaser’s determination(s) or calculations set forth in the applicable Contingent Payment Statement, including, in each case, any component thereof, or any other calculation or determination or amount of detail provided therein, by delivering (in each case) a written notice of objection to Purchaser (each such notice, a “Contingent Payment Objection Notice”). Any Contingent Payment Objection Notice shall state, in reasonable detail, the basis for such objection, the Contingent Payment Statement to which the Contingent Payment Objection Notice relates, as well as the amount(s) and calculation(s) in dispute.
