Common use of Notice of Objection Clause in Contracts

Notice of Objection. (i) If Buyer has any objections to the NWC Statement, it shall deliver to Sellers a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such disagreement (including the specific items in the NWC Statement that are in dispute and the nature and amount of any disagreement so identified) and indicating any adjustments to the NWC Statement not later than forty-five (45) days after Buyer’s receipt of the NWC Statement (such forty-five (45)-day period, the “Review Period”). If Buyer fails to deliver a Notice of Objection within the Review Period, the NWC Statement and the amount set forth therein shall be deemed to have been accepted by Buyer and shall be deemed final and binding upon all of the Parties. If Buyer delivers a Notice of Objection to Sellers within the Review Period, Sellers and Buyer shall work in good faith to resolve Buyer’s objections within the thirty (30)-day period following the delivery of the Notice of Objection.

Appears in 4 contracts

Samples: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.), Purchase Agreement (American Virtual Cloud Technologies, Inc.)

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Notice of Objection. (i) If the Buyer has any objections to the NWC Statement, it shall deliver to the Sellers a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such disagreement (including the specific items in the NWC Statement that are in dispute and the nature and amount of any disagreement so identified) and indicating any adjustments to the NWC Statement not later than forty-five thirty (4530) days after the Buyer’s receipt of the NWC Statement (such forty-five thirty (45)-day 30)-day period, subject to adjustment pursuant to Section 2.5(b) above the “Review Period”). If the Buyer fails to deliver a Notice of Objection within the Review PeriodPeriod (or applicable later date if such period is tolled), the NWC Statement and the amount set forth therein shall be deemed to have been accepted by the Buyer and shall be deemed final and binding upon all of the Parties. If the Buyer delivers a Notice of Objection to the Sellers within the Review Period, the Sellers and Buyer shall work in good faith to resolve the Buyer’s objections within the thirty (30)-day period following the delivery of the Notice of Objection.

Appears in 3 contracts

Samples: Asset Purchase Agreement (DISH Network CORP), Asset Purchase Agreement (T-Mobile US, Inc.), Asset Purchase Agreement (SPRINT Corp)

Notice of Objection. (i) If Buyer Seller has any objections objection to the NWC StatementPost-Closing Statement or any of the amounts included in the calculation of the Final Cash Consideration set forth therein, it shall deliver to Sellers Buyer a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such disagreement (disagreement, including the specific items in the NWC Post-Closing Statement that are in dispute and the nature and amount of any disagreement so identified) and indicating any adjustments to the NWC Statement identified (such written statement, a “Notice of Objection”), not later than forty-five sixty (4560) days after Buyer’s its receipt of the NWC Statement Post-Closing Statement; provided, that such period shall be tolled and extended to account for any delay or failure by Buyer to provide reasonable access in accordance with Section 2.6(c)(ii) (such forty-five sixty (45)-day 60) day period, as may be extended, the “Review Period”). If Seller delivers a Notice of Objection to Buyer within the Review Period, Seller and Buyer shall work in good faith to resolve Seller’s objections within the thirty (30) day period following the delivery of the Notice of Objection. If Seller fails to deliver a Notice of Objection within the Review Period, the NWC Post-Closing Statement and the amount set forth therein shall be deemed to have been accepted by Buyer Seller and shall be deemed final and binding upon all of the Parties. If Buyer delivers a Notice Parties for purposes of Objection to Sellers within this Section 2.6 and shall be deemed the Review Period, Sellers and Buyer shall work in good faith to resolve Buyer’s objections within the thirty (30)-day period following the delivery of the Notice of ObjectionFinal Closing Statement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Science Applications International Corp), Asset Purchase Agreement (Unisys Corp)

Notice of Objection. (i) If Buyer has Sellers have any objections to the NWC StatementPost-Closing Statement or any of the amounts included in the calculation of the Final Cash Consideration set forth therein, it Sellers shall deliver to Sellers Buyers a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such disagreement (including the specific items in the NWC Post-Closing Statement that are in dispute and the nature and amount of any disagreement so identified) and indicating any adjustments to the NWC Statement not later than forty-five (45) 30 days after Buyer’s its receipt of the NWC Post-Closing Statement (such forty30-five (45)-day day period, the “Review Period”). If Buyer fails Sellers deliver a Notice of Objection to Buyers within the Review Period, Sellers and Buyers shall work in good faith to resolve Sellers’ objections within the 30-day period following the delivery of the Notice of Objection. If Sellers fail to deliver a Notice of Objection within the Review Period, the NWC Post-Closing Statement and the amount set forth therein shall be deemed to have been accepted by Buyer Sellers and shall be deemed final final, conclusive and binding upon all of the Parties. If Buyer delivers a Notice of Objection Parties and shall be deemed the Final Closing Statement and not subject to Sellers within the Review Period, Sellers and Buyer shall work in good faith to resolve Buyer’s objections within the thirty (30)-day period following the delivery of the Notice of Objectionappeal.

Appears in 1 contract

Samples: Equity Purchase Agreement (Baxter International Inc)

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Notice of Objection. (i) If Buyer has any objections to the NWC StatementPost-Closing Statement or any of the amounts included in the calculation of the Final Cash Consideration set forth therein, it shall deliver to Sellers Seller a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such disagreement (including the specific items in the NWC Post-Closing Statement that are in dispute and the nature and amount of any disagreement so identified, including Buyer’s proposed alternative value for each disputed item related to Closing Net Working Capital, Closing Steel Inventory Adjustment, Closing Indebtedness, Closing Cash and Closing Seller Transaction Expenses) and indicating any adjustments to the NWC Statement not later than forty-five (45) 45 days after Buyer’s its receipt of the NWC Post-Closing Statement (such forty45-five (45)-day day period, the “Review Period”). If Buyer delivers a Notice of Objection to Seller within the Review Period, Seller and Buyer shall work in good faith to resolve Buyer’s objections within the 30-day period following the delivery of the Notice of Objection. If Buyer fails to deliver a Notice of Objection within the Review Period, the NWC Post-Closing Statement and the amount set forth therein shall be deemed to have been accepted by Buyer and shall be deemed final and binding upon all of the Parties. If Buyer delivers a Notice of Objection to Sellers within Parties and shall be deemed the Review Period, Sellers and Buyer shall work in good faith to resolve Buyer’s objections within the thirty (30)-day period following the delivery of the Notice of ObjectionFinal Closing Statement.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Cornerstone Building Brands, Inc.)

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