Common use of Protest Notice Clause in Contracts

Protest Notice. Within thirty (30) days following receipt of the Closing Statement, Seller may deliver written notice (the "Closing Statement Protest Notice") to Buyer of any disagreement that Seller may have as to any amount included in or omitted from the Closing Statement. Such Closing Statement Protest Notice shall set forth in reasonable detail the basis of such disagreement together with the amount(s) in dispute. The failure of Seller to deliver such Closing Statement Protest Notice within the prescribed time period will constitute Seller's acceptance of the Closing Statement as determined by Buyer and shall be deemed final and binding upon the parties hereto. Seller and its accountant and other representatives shall be given reasonable access to the books and records relating to the Closing Statement during reasonable business hours for the purpose of verifying the Closing 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, Final Indebtedness, Final Seller Transaction Expenses and Final Cash on Hand and the resolution by Buyer and Seller of any objections thereto.

Protest Notice. Within thirty (30) days following receipt delivery of the Closing Statement, Seller may deliver written notice (the "“Closing Statement Protest Notice"”) to Buyer of any disagreement that Seller may have as to any amount included in or omitted from has with the Closing Statement. Such Closing Statement Protest Notice shall set forth in reasonable detail the basis of such disagreement together with the amount(s) in dispute. The failure of Seller to deliver such Closing Statement Protest Notice within the prescribed time period will constitute Seller's ’s acceptance of the Closing Statement as determined by Buyer and shall be deemed final and binding upon the parties heretoBuyer. Seller and its accountant and other representatives shall be given reasonable access to the Buyer’s books and records relating to to, and personnel familiar with the preparation of, the Closing Statement during reasonable business hours for the purpose of verifying reviewing the Closing Statement, preparing the Closing Statement Protest Notice (if any) and Buyer resolving any differences between the Parties pursuant to Section 2.3(a)(v). Seller shall use commercially reasonable efforts be deemed to make its financial staff have agreed with all items 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 amounts of Net Working Capital not specifically referenced in the Closing Statement Protest Notice, and the calculation of the Final Net Working Capital, Final Indebtedness, Final Seller Transaction Expenses such items and Final Cash on Hand and the resolution by Buyer and Seller of any objections theretoamounts shall not be subject to review in accordance with Section 2.3(a)(v).

Protest Notice. Within thirty (30) days following receipt delivery of the Closing Statement, Seller Sellers may deliver written notice (the "“Closing Statement Protest Notice"”) to Buyer of any disagreement that Seller Sellers may have as to any amount included in or omitted from the Closing Statement. Such Closing Statement Protest Notice shall set forth in reasonable detail the basis of such disagreement together with the amount(s) in dispute. The failure of Seller Sellers to deliver such Closing Statement Protest Notice within the prescribed time period will constitute Seller's Sellers’ acceptance of the Closing Statement as determined by Buyer and shall be deemed final and binding upon the parties hereto. Seller Sellers and its accountant and other their representatives shall be given reasonable access to the books and records relating to the Closing Statement during reasonable business hours for the purpose of verifying the Closing Statement and Buyer shall use commercially reasonable efforts to make its financial staff and advisors (with respect to the Business) available to Seller Sellers and its accountant their accountants 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, Final Indebtedness, Capital and Final Seller Transaction Expenses and Final Cash on Hand and the resolution by Buyer and Seller Sellers of any objections thereto.