Common use of Protest Notice Clause in Contracts

Protest Notice. Prior to the date which is forty-five (45) days after Bu▇▇▇’▇ delivery of the Actual Closing Schedule (the “Protest Date”), Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which Seller may have to the Actual Closing Schedule. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth Seller’s determination of Net Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction Expenses. A Protest Notice may include disagreements based on (A) the failure of the Net Working Capital, Closing Cash, or Closing Indebtedness, in each case as reflected on the Actual Closing Schedule, to be calculated in accordance with the Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement, (B) mathematical errors in the computation of the Net Working Capital, Closing Cash, Closing Indebtedness or the Purchase Price, (C) the inability to determine or confirm, or any alleged deficiency in, items contained in the Actual Closing Schedule, and/or (D) the failure of Buyer to provide, upon Seller’s reasonable request during the above forty-five (45) day period, reasonable supporting documentation relating to its delivery of the Actual Closing Schedule. If a Protest Notice is not delivered prior to the Protest Date, the Net Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction Expenses as set forth on the Actual Closing Schedule shall be final, binding and non-appealable by Seller. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding, and non-appealable by Seller. Upon receipt of the Actual Closing Schedule, Buyer shall, and shall cause the Company to, give Seller and its accountants reasonable access upon reasonable notice to the Company’s relevant books, records, work papers and personnel during regular business hours for the purpose of verifying Net Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction Expenses.

Protest Notice. Prior to the date which is Within forty-five (45) days after Bu▇▇▇’▇ the Buyer’s delivery of the Actual Closing Schedule (to the “Protest Date”)Holders Representative, Seller the Holders Representative may deliver written notice to Buyer (the “Protest Notice”) setting forth to the Buyer of any objections objections, and the basis therefor, which Seller the Holders Representative may have to the Actual Closing Schedule. The Any Protest Notice shall specify in reasonable detail the nature of any contested amounts disagreement so asserted. The Buyer shall be permitted to review the supporting schedules, analyses, working papers and the basis therefor and shall include a schedule setting forth Seller’s determination of Net Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction Expensesother documentation with respect to such Protest Notice. A Protest Notice may include disagreements based on (A) the failure of the Net Working Capital, Closing Cash, or Closing Indebtedness, in each case as reflected on the Actual Closing Schedule, to be calculated in accordance with the Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement, (B) mathematical errors Except for such items that are specifically disputed in the computation of the Net Working Capital, Closing Cash, Closing Indebtedness or the Purchase Price, (C) the inability to determine or confirm, or any alleged deficiency in, items contained in the Actual Closing Schedule, and/or (D) the failure of Buyer to provide, upon Seller’s reasonable request during the above forty-five (45) day period, reasonable supporting documentation relating to its delivery of the Actual Closing Schedule. If a Protest Notice is not delivered prior to the Protest DateNotice, the Net Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction Expenses as amounts set forth on the Actual Closing Schedule shall be final, binding . The failure of the Holders Representative to deliver such Protest Notice within the prescribed time period will constitute the Sellers’ and non-appealable the Holders Representative’s irrevocable acceptance of the Closing Schedule prepared and delivered by Sellerthe Buyer. If the Holders Representative delivers a Protest Notice is delivered prior within the prescribed time period, then the Holders Representative and the Buyer will use reasonable efforts to resolve any disagreements as to the computation of any Consideration Component, as the case may be, within twenty (20) days after delivery of the Protest DateNotice. Any undisputed amount due from the Sellers to the Buyer or the Buyer to the Sellers, any amounts not disputed therein as the case may be (an “Interim Payment”), shall be finalpaid within five (5) Business Days after delivery of the Protest Notice, bindingwith such Interim Payment being made from the Purchase Price Adjustment Escrow Amount in the first instance and if such amount is insufficient to pay such excess amount in full the Buyer shall be entitled at its sole discretion to elect either (x) to request each of the Company Securityholder to pay in cash its Company Securityholder’s Indemnification Pro Rata Portion out of any remaining difference to the Buyer, and non-appealable by Seller. Upon receipt each Company Securityholder’s shall pay such amount within five (5) Business Days after such request; and (y) that that the Escrow Agent shall pay any remaining difference to the Buyer out of the Actual Closing Schedule, Buyer shall, and shall cause Indemnity Escrow Account in accordance with the Company to, give Seller and its accountants reasonable access upon reasonable notice to terms of the Company’s relevant books, records, work papers and personnel during regular business hours for the purpose of verifying Net Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction ExpensesEscrow Agreement.

Protest Notice. Prior to the date which is forty-five (45) 60 days after Bu▇▇▇’▇ Parent’s delivery of the Actual Post-Closing Schedule Statement (the “Protest DateDeadline”), Seller the Shareholders’ Representative may deliver written notice to Buyer Parent (the “Protest Notice”) setting forth any permissible (as per the following sentence) objections which Seller the Shareholders’ Representative may have to the Actual Post-Closing ScheduleStatement. The sole permissible grounds for objection shall be that the Additional Liabilities, Excess Liabilities, the Closing Date Cash, the Closing Date Indebtedness, the Closing Date Transaction Expenses and/or any necessary adjustment to the Closing Merger Consideration in accordance with Section 2.11(b)(iv) set forth on the Post-Closing Statement were not calculated in accordance with their respective definitions or the other terms of this Agreement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth Sellerthe Shareholders’ Representative’s determination of Net Working Capitalthe Additional Liabilities, Excess Liabilities, the Closing Date Cash, the Closing Indebtedness Date Indebtedness, the Closing Date Transaction Expenses and Seller Transaction Expensesany necessary adjustment to the Closing Merger Consideration in accordance with Section 2.11(b)(iv), if any. A Protest Notice may include disagreements based on (A) the failure of the Net Working Capital, Closing Cash, or Closing IndebtednessThe Shareholders’ Representative shall supply such additional information and respond to such inquiries, in each case case, as reflected on Parent may reasonably request with respect to the Actual Closing Schedule, to be calculated in accordance with the Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement, (B) mathematical errors in the computation bases of the Net Working Capital, Closing Cash, Closing Indebtedness or the Purchase Price, (C) the inability to determine or confirm, or any alleged deficiency in, items calculations contained in the Actual Closing Schedule, and/or (D) the failure of Buyer to provide, upon Seller’s reasonable request during the above forty-five (45) day period, reasonable supporting documentation relating to its delivery of the Actual Closing ScheduleProtest Notice. If a Protest Notice is not delivered to Parent prior to the Protest DateDeadline, the Net Working CapitalAdditional Liabilities, Excess Liabilities, the Closing Date Cash, the Closing Indebtedness and Seller Date Indebtedness, the Closing Date Transaction Expenses and any necessary adjustment to the Closing Merger Consideration in accordance with Section 2.11(b)(iv), as set forth on the Actual Post-Closing Schedule Statement shall be final, binding and non-appealable by Sellerthe Shareholders’ Representative or the Shareholders and Optionholders. If a Protest Notice is delivered prior to the Protest DateDeadline, any such amounts not disputed therein shall be final, binding, binding and non-appealable by Seller. Upon receipt of the Actual Closing Schedule, Buyer shall, Shareholders’ Representative and shall cause the Company to, give Seller Shareholders and its accountants reasonable access upon reasonable notice to the Company’s relevant books, records, work papers and personnel during regular business hours for the purpose of verifying Net Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction ExpensesOptionholders.

Protest Notice. Prior to the date which is forty-five Within thirty (4530) days after Bu▇▇▇’▇ Purchaser’s delivery of the Actual Closing Schedule Date Balance Sheet and the Post-Closing Statement to the Seller Representative (the “Protest DateReview Period”), the Seller Representative may deliver written notice to Buyer (the “Protest Notice”) setting forth to Purchaser of any objections which Seller may have to the Actual calculations in determining the amounts set forth in the Closing ScheduleDate Balance Sheet or the Post-Closing Statement. The Any Protest Notice shall specify in reasonable detail any contested amounts and such disputed calculations. Purchaser shall be permitted to review the basis therefor and shall include a schedule setting forth Sellerwork papers, if any, prepared by the Seller Representative’s determination of Net Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction Expenses. A Protest Notice may include disagreements based on (A) accountants to the failure of the Net Working Capital, Closing Cash, or Closing Indebtedness, in each case as reflected on the Actual Closing Schedule, to be calculated in accordance with the Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement, (B) mathematical errors in the computation of the Net Working Capital, Closing Cash, Closing Indebtedness or the Purchase Price, (C) the inability to determine or confirm, or any alleged deficiency in, items contained in the Actual Closing Schedule, and/or (D) the failure of Buyer to provide, upon Seller’s reasonable request during the above forty-five (45) day period, reasonable supporting documentation extent relating to its delivery of the Actual Closing Schedule. If a Protest Notice is not delivered prior to the Protest DateNotice. Except for such items that are specifically disputed in the Protest Notice, the Net Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction Expenses as amounts set forth on the Actual Closing Schedule Date Balance Sheet and the Post-Closing Statement shall be final, conclusive and binding and non-appealable by Selleron the Parties. If a The failure of the Seller Representative to deliver such Protest Notice is within the Review Period will constitute the Sellers’ and the Seller Representative’s irrevocable acceptance of the Closing Date Balance Sheet and the Post-Closing Statement prepared and delivered prior to by Purchaser, and the Protest Date, any amounts not disputed calculation of ND/WC Purchaser Common Shares set forth therein shall be final, bindingconclusive and binding on the Parties. If the Seller Representative delivers a Protest Notice within the prescribed time period, then the Seller Representative and non-appealable by Seller. Upon receipt Purchaser will use commercially reasonable efforts to resolve any disagreements within twenty (20) days after delivery of the Actual Closing ScheduleProtest Notice. During the Review Period, Buyer shall, and shall cause the Company to, give Seller Representative and its accountants shall have reasonable access upon reasonable notice to the Company’s relevant booksbooks and records of the Company and its Subsidiaries and their respective personnel, records, and to work papers prepared by Purchaser and/or Purchaser’s accountants to the extent that they relate to the Closing Date Balance Sheet and/or the Post-Closing Statement and personnel during regular business hours to such historical financial information (to the extent in Purchaser’s possession) relating to the Closing Date Balance Sheet and/or Post-Closing Statement as the Seller Representative may reasonably request for the purpose of verifying Net Working Capitalreviewing the Closing Date Balance Sheet and/or Post-Closing Statement and to prepare a Protest Notice; provided, Closing Cash, Closing Indebtedness and Seller Transaction Expensesthat such access shall be in a manner that does not interfere with the normal business operations of Purchaser or the Company.

Protest Notice. Prior to the date which is forty-five (45) 30 days after Bu▇▇▇’▇ Parent’s delivery of the Actual Post-Closing Schedule Statement (the “Protest DateDeadline”), Seller the Stockholders’ Representative may deliver written notice to Buyer Parent (the “Protest Notice”) setting forth any permitted objections which Seller the Stockholders’ Representative may have to the Actual Post-Closing ScheduleStatement. The sole permissible grounds for objection shall be that the Net Working Capital, the Closing Date Cash, the Closing Date Transaction Expenses, and the Closing Date Indebtedness and/or any necessary adjustment to the Closing Merger Consideration in accordance with Section 1.8(b)(iv) set forth on the Post-Closing Statement were not calculated in accordance with their respective definitions. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth Sellerthe Stockholders’ Representative’s determination of Net Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction Expenses. A Protest Notice may include disagreements based on (A) the failure of the Net Working Capital, the Closing Date Cash, or the Closing IndebtednessDate Transaction Expenses, the Closing Date Indebtedness and any necessary adjustment to the Closing Merger Consideration in accordance with Section 1.8(b)(iv), if any. The Stockholders’ Representative shall supply such additional information and respond to such inquiries, in each case case, as reflected on Parent may reasonably request with respect to the Actual Closing Schedule, to be calculated in accordance with the Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement, (B) mathematical errors in the computation bases of the Net Working Capital, Closing Cash, Closing Indebtedness or the Purchase Price, (C) the inability to determine or confirm, or any alleged deficiency in, items calculations contained in the Actual Closing Schedule, and/or (D) the failure of Buyer to provide, upon Seller’s reasonable request during the above forty-five (45) day period, reasonable supporting documentation relating to its delivery of the Actual Closing ScheduleProtest Notice. If a Protest Notice is not delivered to Parent prior to the Protest DateDeadline, the Net Working Capital, the Closing Date Cash, the Closing Date Transaction Expenses, the Closing Date Indebtedness and Seller Transaction Expenses any necessary adjustment to the Closing Merger Consideration in accordance with Section 1.8(b)(iv), as set forth on the Actual Post-Closing Schedule Statement shall be final, binding and non-appealable by Sellerthe Stockholders’ Representative or the Stockholders (or their successors or assigns, as applicable). If a Protest Notice is delivered prior to the Protest DateDeadline, any such amounts not disputed therein shall be final, binding, binding and non-appealable by Seller. Upon receipt of the Actual Closing ScheduleStockholders’ Representative and the Stockholders (or their successors or assigns, Buyer shall, and shall cause the Company to, give Seller and its accountants reasonable access upon reasonable notice to the Company’s relevant books, records, work papers and personnel during regular business hours for the purpose of verifying Net Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction Expensesas applicable).