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.

Protest Notice. Within forty-five thirty (4530) days after Buyer’s delivery following receipt of the Closing ScheduleStatement, Seller may deliver written notice (the "Closing Statement Protest Notice") to Buyer (the “Protest Notice”) setting forth of any objections which disagreement that Seller may have as to any amount included in or omitted from the Closing ScheduleStatement. The sole permissible grounds for objection Such Closing Statement Protest Notice 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 of such disagreement together with the amount(s) in the form of Schedule 1.4 setting forth Seller’s determination of Net Working Capitaldispute. The failure of Seller to deliver such Closing Statement Protest Notice within the prescribed time period prescribed above will constitute Seller’s '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 Statement as determined by Buyer and shall be deemed to be accepted by Seller as finalfinal and binding upon the parties hereto. Upon receipt of the Closing Schedule, and until such time as the Final Net Working Capital has been determined, Seller and its accountant and other representatives (including accountants and counsel) will shall be given reasonable access, upon reasonable notice, access to the relevant books, records, workpapers books and personnel or representatives of Buyer and records relating to the Company Closing Statement during normal reasonable business hours for the purpose of reviewing and verifying the Closing Schedule Statement and Buyer shall use commercially reasonable efforts to make its financial staff and advisors (with respect to the Business) available to Seller and its accountant and other representatives upon written request, and upon reasonable advance notice and during normal business hours during the review by them of the Closing Statement and the calculation of the Final Net Working Capital as set forth thereinCapital, and/or resolving Final Indebtedness, Final Seller Transaction Expenses and Final Cash on Hand and the resolution by Buyer and Seller of any questions or disputes with respect objections thereto.