Common use of Protest Notice Clause in Contracts

Protest Notice. Within thirty (30) days following delivery of the Net Working Capital Statement, the Seller may deliver written notice (the “Protest Notice”) to the Buyer of any disagreement that the Seller may have as to the Net Working Capital Statement. Such Protest Notice shall set forth in reasonable detail the amount(s) in dispute. The failure of the Seller to deliver such Protest Notice within the prescribed time period will constitute the Seller’s acceptance of the Net Working Capital as set forth in the Net Working Capital Statement delivered by the Buyer. Upon receipt of the Net Working Capital Statement, the Seller and its representatives shall be given reasonable access (on-site at the location of the relevant documentation and personnel) to, and the Buyer shall make available, during reasonable business hours, for the purpose of verifying the Net Working Capital Statement: (i) the Books and Records, work papers, trial balances and similar materials relating to the Net Working Capital Statement and (ii) the Buyer’s accounting and financial personnel and, if any outside accountants were involved in the preparation of the Net Working Capital Statement, such outside accountants. Any item included in the Net Working Capital Statement and the calculation of the Net Working Capital that is not timely objected to by the Seller shall be deemed to be accepted and any amounts included within such item shall be deemed to be final, binding and conclusive. Buyer and Seller shall use reasonable efforts to resolve any amounts in dispute.

Protest Notice. Within thirty (30) days following delivery of the Net Working Capital Statement, the Seller Sellers may deliver written notice (the “Protest Notice”) to the Buyer of any disagreement that the Seller Sellers may have as to the Net Working Capital Statement. Such Protest Notice shall set forth in reasonable detail the amount(s) in dispute. The failure of the Seller Sellers to deliver such Protest Notice within the prescribed time period will constitute the Seller’s Sellers’ acceptance of the Net Working Capital and Indebtedness as set forth in the Net Working Capital Statement delivered by the Buyer. Upon receipt of the Net Working Capital Statement, the Seller Sellers and its representatives shall be given reasonable access (on-site at the location of the relevant documentation and personnel) to, and the Buyer shall make available, during reasonable business hours, for the purpose of verifying the Net Working Capital Statement: (i) the Books and Records, work papers, trial balances and similar materials relating to the Net Working Capital Statement and (ii) the Buyer’s accounting and financial personnel and, if any outside accountants were involved in the preparation of the Net Working Capital Statement, such outside accountants. Any item included in the Net Working Capital Statement and the calculation of the Net Working Capital that is not timely objected to by the Seller Sellers shall be deemed to be accepted and any amounts included within such item shall be deemed to be final, binding and conclusive. Buyer and Seller shall use reasonable efforts to resolve any amounts in dispute.

Protest Notice. Within thirty (30) days following delivery of the Net Working Capital Statement, the Seller Representative may deliver written notice (the “Protest Notice”) to the Buyer of any disagreement that the Seller Sellers may have as to the Net Working Capital Statement. Such Protest Notice shall set forth in reasonable detail the amount(s) in dispute. The failure of the Seller Representative to deliver such Protest Notice within the prescribed time period will shall constitute the Seller’s Sellers’ acceptance of the Net Working Capital as set forth in the Net Working Capital Statement delivered by the Buyer. Upon receipt of the Net Working Capital Statement, the Seller Representative and its representatives shall be given reasonable access (on-site at the location of the relevant documentation and personnel) access to, and the Buyer shall make available, during reasonable business hours, upon reasonable advance notice, for the purpose of verifying the Net Working Capital Statement: (i) all of the Books and Records, work papers, trial balances and similar materials relating to the Net Working Capital Statement Statement; and (ii) the Buyer’s accounting personnel and financial personnel and, if any outside accountants were involved in the preparation calculation of the Net Working Capital Statement, such outside accountantsCapital. Any item included in the Net Working Capital Statement and the calculation of the Net Working Capital that is not timely objected to by the Seller Representative in the manner and within the time period set forth in this Section 2.5(c) shall be deemed to be accepted and any amounts included within such item shall be deemed to be final, binding and conclusive. Buyer and Seller shall use reasonable efforts to resolve any amounts in disputeconclusive on all parties.