Common use of Protest Notice Clause in Contracts

Protest Notice. Within forty-five (45) days after Buyer’s delivery of the Closing Schedule, Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which Seller may have to the Closing Schedule. The sole permissible grounds for objection shall be that Net Working Capital was not calculated in accordance with the definition thereof as set forth in this Agreement or that the calculation of Net Working Capital contains computational errors. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule in the form of Schedule 1.4 setting forth Seller’s determination of Net Working Capital. The failure of Seller to deliver such Protest Notice within the time period prescribed above will constitute Seller’s acceptance as final of Net Working Capital as set forth on the Closing Schedule. If a Protest Notice is delivered, any amounts not disputed therein shall be deemed to be accepted by Seller as final. Upon receipt of the Closing Schedule, and until such time as the Final Net Working Capital has been determined, Seller and its representatives (including accountants and counsel) will be given reasonable access, upon reasonable notice, to the relevant books, records, workpapers and personnel or representatives of Buyer and the Company during normal business hours for the purpose of reviewing and verifying the Closing Schedule and Net Working Capital as set forth therein, and/or resolving any questions or disputes with respect thereto.