Common use of Objection Clause in Contracts

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or item, its amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement calculations contained therein shall be deemed to have been accepted by Sellerand to be final and binding on Seller and Buyer. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Statement and the Closing Working Capital Statement calculations contained therein, in each case with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and bindingbinding on Seller and Buyer and shall not be subject to further review.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the any Closing Working Capital Statement by delivering causing Sellers’ Agent to deliver to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating by Company each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the a “Statement of Objections”). If Seller fails Sellers fail to deliver the a Statement of Objections before the expiration of the Review Period, the then each Closing Working Capital Statement and the Post-each corresponding Closing Adjustment, Adjustment (as the case may be, defined above) reflected in the Closing Working Capital Statement Statements shall be deemed to have been accepted by SellerSellers. If Seller Sellers’ Agent delivers the a Statement of Objections before the expiration of the Review Period, Sellers’ Agent and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the a Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement Statements, with such changes as may have been previously be agreed in writing by Buyer Sellers’ Agent and SellerBuyer, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller, unless such failure results from Buyer’s failure to provide reasonable cooperation to Seller in its review of the information underlying the Closing Working Capital Statement. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 calendar days after the delivery of the Statement of Objections (the “Resolution Period”), ) and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and bindingbinding and the Working Capital Statement shall be deemed accepted as of the date of such resolution.

Objection. On or prior to the last day of the Review Period, Seller the Sellers may object to the Closing Working Capital Statement by delivering to Buyer a one joint written statement setting forth Seller’s Sellers’ objections in reasonable detail, including indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails the Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers. If Seller delivers the Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller the Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellerthe Sellers, shall be final and binding.

Objection. On or prior to before the last day of the Review Period, Seller the Member Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellerthe Member Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Sellerthe Member Representative’s disagreement therewith (the “Statement of Objections”). If Seller the Member Representative fails to deliver the Statement of Objections before the expiration of the Review PeriodPeriod expires, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement shall will be deemed to have been accepted by SellerSellers and shall be deemed to be the “Final Closing Working Capital Statement”. If Seller the Member Representative delivers the Statement of Objections before the expiration of the Review PeriodPeriod expires, Buyer and Seller shall the Member Representative will negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of Member Representative delivers the Statement of Objections (the “Resolution Period”), and, if . If Buyer and the same are so resolved Member Representative resolve the objections within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellerthe Member Representative agree in writing, shall will be final and bindingbinding and the Final Closing Working Capital Statement shall be prepared in accordance with the agreement of Buyer and the Member Representative.

Objection. On or prior to the last day of the Review Period, Seller Transferor may object to the Closing Working Capital Settlement Statement by delivering to Buyer Acquiror a written statement setting forth SellerTransferor’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerTransferor’s disagreement therewith (the “Statement of Objections”). If Seller Transferor fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Settlement Statement and the PostTrue-Closing AdjustmentUp Surplus or True-Up Deficit, as the case may be, reflected in the Closing Working Capital Settlement Statement shall be deemed to have been accepted by SellerTransferor. If Seller Transferor delivers the Statement of Objections before the expiration of the Review Period, Buyer Acquiror and Seller Transferor shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the PostTrue-Closing Adjustment Up Surplus or True-Up Deficit, as the case may be, and the Closing Working Capital Settlement Statement with such changes as may have been previously agreed in writing by Buyer Acquiror and Seller, Transferor shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the a “Statement of Objections”). If Seller fails to deliver the a Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the a Statement of Objections before the expiration of the Review Period, Seller and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the a Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Seller and Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustmentcalculations of Cash, as the case may be, ACFP Continuing Indebtedness and Net Indebtedness Amount reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty fifteen (3015) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Statement and the Closing Working Capital Statement calculations set forth therein with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller the Sellers may object to the Closing Net Working Capital Statement by delivering to the Buyer a written statement setting forth Seller’s their objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s its disagreement therewith (the “Statement of Objections”). If Seller fails the Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Net Working Capital Statement and the Post-Closing Net Working Capital Adjustment, as the case may be, reflected in the Closing Net Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers. If Seller delivers the Sellers deliver the Statement of Objections before the expiration of the Review Period, the Buyer and Seller the Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Net Working Capital Adjustment and the Closing Net Working Capital Statement with such changes as may have been previously agreed in writing by the Buyer and Seller, the Sellers shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Seller may object to the Closing Working Capital Statement by delivering to the Buyer a written statement setting forth the Seller’s objections in reasonable detail, indicating each disputed item or item, together with the amount thereof, and the basis for the Seller’s disagreement therewith (the “Statement of Objections”). If the Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Final Working Capital Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Seller. If the Seller delivers the Statement of Objections before the expiration of the Review Period, the Buyer and the Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Final Working Capital Adjustment and the Closing Working Capital Statement Statement, with such changes as may have been previously agreed in writing by the Buyer and the Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller the Buyer may object to the Closing Working Capital June Net Worth Statement by delivering to Buyer CGI a written statement setting forth Sellerthe Buyer’s objections in reasonable detail, indicating each disputed item or amount and the basis for Sellerthe Buyer’s disagreement therewith (the “Statement of Objections”). If Seller the Buyer fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital June Net Worth Statement and the Post-Closing Net Worth Adjustment, as the case may be, reflected in the Closing Working Capital June Net Worth Statement shall be deemed to have been accepted by Sellerthe Buyer. If Seller the Buyer delivers the Statement of Objections before the expiration of the Review Period, the Buyer and Seller CGI shall negotiate in good faith to resolve such objections within thirty fifteen (3015) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital June Net Worth Statement with such changes as may have been previously agreed in writing by the Buyer and SellerCGI, shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If the Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If the Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and the Seller Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellerthe Seller Representative, shall be final conclusive and bindingbinding upon the Parties hereto.

Objection. On or prior to before the last day of the Review Period, Seller Vendors’ Representative may object to the Post-Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth SellerVendors’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerVendors’ Representative’s disagreement therewith (the “Statement of Objections”). If Seller Vendors’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Post-Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Post-Closing Working Capital Statement shall be deemed to have been accepted by SellerVendors. If Seller Vendors’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller Vendors’ Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Post-Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and SellerVendors’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Settlement Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Settlement Statement and the PostTrue-Closing AdjustmentUp Surplus or True-Up Deficit, as the case may be, reflected in the Closing Working Capital Settlement Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the PostTrue-Closing Adjustment Up Surplus or True-Up Deficit, as the case may be, and the Closing Working Capital Settlement Statement with such changes as may have been previously agreed in writing by Buyer and Seller, Seller shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to before the last day of the Review Period, Seller may object to the Buyer’s proposed Closing Working Capital Statement Balance Sheet, Closing Net Book Value, and Post-Closing Adjustment by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the proposed Closing Working Capital Statement Balance Sheet, Closing Net Book Value, and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement shall be are deemed to have been accepted by Seller. If Seller delivers the a Statement of Objections before the expiration of the Review Period, Seller and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 15 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if . If the same objections are so resolved within the Resolution Period, the Closing Balance Sheet, Closing Net Book Value, and Post-Closing Adjustment and the Closing Working Capital Statement Adjustment, with such changes as may have been previously agreed in writing by Buyer Seller and SellerBuyer, shall will be final and binding. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or item, its amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement calculations contained therein shall be deemed to have been accepted by Sellerand to be final and binding on Seller and Buyer. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Statement and the Closing Working Capital Statement calculations contained therein, in each case with such changes as may have been previously agreed in writing by Buyer Xxxxx and Seller, shall be final and bindingbinding on Seller and Buyer and shall not be subject to further review.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Inventory Value Statement by delivering to Buyer a written statement setting forth Seller’s 's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s 's disagreement therewith (the “"Statement of Objections”"). If Seller fails to does not deliver the a Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Inventory Value Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Seller and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “"Resolution Period”), ") and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement Inventory Value Statement, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Seller may object to the Post-Closing Net Working Capital Statement by delivering to Buyer the Purchaser a written statement setting forth the Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for the Seller’s disagreement therewith (the “Statement of Objections”). If To the extent that the Seller fails to deliver the Statement of Objections before with respect to the expiration Post-Closing Net Working Capital Statement on or prior to the last day of the Review Period, the Closing Net Working Capital Statement and reflected in the Post-Closing Adjustment, as the case may be, reflected in the Closing Net Working Capital Statement shall be deemed to have been accepted by the Seller. If the Seller delivers the Statement of Objections before on or prior to the expiration last day of the Review Period, Buyer the Purchaser and the Seller shall negotiate in good faith to resolve such objections within thirty ten (3010) days after the delivery of the Statement of Objections (the “Working Capital Resolution Period”), and, if the same are so resolved within the Working Capital Resolution Period, the Post-Closing Adjustment and the Closing Net Working Capital Statement with such changes as may have been previously agreed in writing by Buyer the Purchaser and the Seller, shall be final and bindingbinding on the Purchaser and the Seller.

Objection. On or prior to the last day of the Review Period, Seller the Sellers’ Representative may object to the Closing Working Capital Statement by delivering to the Buyer a written statement setting forth Seller’s any such objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s its disagreement therewith (the “Statement of Objections”). If Seller the Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Closing Date Balance Sheet, the Buyer’s calculation of Closing Working Capital Statement Capital, and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement Adjustment shall be deemed to have been accepted by Sellerthe Sellers, and the Buyer’s calculation of Closing Working Capital and the Post-Closing Adjustment shall be deemed the Final Working Capital and the Post-Closing Adjustment shall be deemed determined and final and binding on all parties. If Seller the Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, the Buyer and Seller the Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and Adjustment, the Closing Working Capital Statement Capital, and the Final Closing Date Balance Sheet with such changes as may have been previously agreed in writing by the Buyer and Sellerthe Sellers’ Representative, shall be final and bindingbinding on all parties (and such modified calculation of Closing Working Capital and the Post-Closing Adjustment shall be deemed the Final Working Capital and Post-Closing Adjustment).

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Net Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Net Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Net Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Net Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 10 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement or Closing Cash and Indebtedness Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Net Working Capital Adjustment Amount, and the Closing AdjustmentCash and Indebtedness Statement and Closing Cash Adjustment Amount, as the case may be, reflected in the Closing Working Capital Statement and Closing Cash and Indebtedness Statement, shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Net Working Capital Adjustment Amount and the Closing Working Capital Statement Statement, and the Closing Cash Adjustment Amount and Closing Cash and Indebtedness Statement, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Seller Representative's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Seller Representative's disagreement therewith (the “"Statement of Objections”"). If Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement Statement, shall be deemed to have been accepted by SellerSeller Representative on behalf of the Sellers. If Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within thirty fifteen (3015) days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSeller Representative, shall be final and binding.

Objection. On or prior to the last day of the Second Closing Review Period, Seller the Sellers’ Representative may object to the Second Closing Net Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”. No objection may be raised by either Seller as to any items in the Second Closing Net Working Capital Statement that gives effect to any accounting issues raised by Buyer’s advisor, EisnerAmper LLP and which are identified on Schedule 2.4(g)(ii). If Seller the Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Second Closing Review Period, the Second Closing Net Working Capital Statement and the Second Closing Post-Closing Adjustment, as the case may be, reflected in the Second Closing Net Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers’ Representative. If Seller the Sellers’ Representative delivers the Statement of Objections before the expiration of the Second Closing Review Period, Buyer and Seller the Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Second Closing Resolution Period”), and, if the same are so resolved within the Second Closing Resolution Period, the Second Closing Post-Closing Adjustment and the Second Closing Net Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellerthe Sellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Stockholder Representative may object to the Closing Working Capital Statement by delivering to Buyer Parent a written statement setting forth SellerStockholder Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerStockholder Representative’s disagreement therewith (the “Statement of Objections”). If Seller Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and Statement, the Post-Closing Adjustment, as Adjustment and the case may be, other calculations reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerStockholder Representative. If Seller Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Parent and Seller Stockholder Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Adjustment, the Closing Statement and the calculations reflected in the Closing Working Capital Statement Statement, with such changes as may have been previously agreed in writing by Buyer Parent and SellerStockholder Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing final Net Working Capital Statement as of Closing by delivering to Buyer a written statement setting forth Seller’s Sellers' objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers' disagreement therewith (the “"Statement of Objections”"). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing final Net Working Capital Statement as of Closing and the Post-Closing Adjustment, as the case may be, reflected in the Closing final Net Working Capital Statement as of Closing shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing final Net Working Capital Statement as of Closing with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Buyer may object to the Closing Working Capital Date Balance Sheet and/or Closing Statement by delivering to Buyer Sellers a written statement setting forth Seller’s Buyer's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Buyer's disagreement therewith (the “"Statement of Objections”"). If Seller Buyer fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Date Balance Sheet, the Closing Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerBuyer. If Seller Buyer delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 15 days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Closing Date Balance Sheet, the Closing Statement and the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the any Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating by Company each disputed item or amount and the basis for Seller’s Sellers disagreement therewith (the a “Statement of Objections”). If Seller fails Sellers fail to deliver the a Statement of Objections before the expiration of the Review Period, the then each Closing Working Capital Statement and the Post-each corresponding Closing Adjustment, Adjustment (as the case may be, defined above) reflected in the Closing Working Capital Statement Statements shall be deemed to have been accepted by SellerSellers. If Seller delivers the Sellers deliver a Statement of Objections before the expiration of the Review Period, Sellers and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the a Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement Statements, with such changes as may have been previously be agreed in writing by Buyer Sellers and SellerBuyer, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSeller and shall be final and binding. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerall Sellers. If Seller Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSeller Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSeller Representative’s disagreement therewith (the “"Statement of Objections”"). If Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSeller Representative. If Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSeller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, then the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, then Buyer and Seller shall (and the Stockholder shall cause Seller to) negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement Statement, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detaildetail and supporting documentation, indicating with reasonable specificity each disputed item or amount and the basis for SellerXxxxxx’s disagreement therewith (the “Statement of Objections”). Any items not included in the Statement of Objections shall be final and binding. If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSeller and shall be final and binding. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.. (iii)

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, (A) only the items and amounts set forth in the Statement of Objections shall be deemed to be in dispute, and the Closing Working Capital Statement shall otherwise be deemed accepted by the Parties and (B) Buyer and Seller shall negotiate in good faith to resolve such objections the items and amounts set forth in the Statement of Objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, then the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding. Buyer and Seller may agree in writing to extend the Resolution Period as necessary.

Objection. On or prior to the last day of the Review Period, Seller may object to the Post-Closing Working Capital Adjustment Statement by delivering to Buyer a written statement setting forth Seller’s 's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s 's disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Post-Closing Working Capital Adjustment Statement and the Post-Closing Adjustment, as the case may be, reflected in the Post-Closing Working Capital Adjustment Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty five (305) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Post-Closing Working Capital Adjustment Statement with such changes as may have been previously agreed in writing by Buyer Xxxxx and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Equity Holders may object to the Closing Working Capital Statement and/or Buyer’s calculation of the Closing Working Capital or Post-Closing Adjustment by delivering to Buyer a written statement setting forth Seller’s Equity Holders’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith detail (the “Statement of Objections”). If Seller fails Equity Holders fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerEquity Holders. Buyer agrees not to unreasonably deny any written request by Equity Holders for an extension to file their Statement of Objections. If Seller delivers Equity Holders deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Equity Holders shall negotiate in good faith to resolve such objections all of the amounts disputed in the Statement of Objections (the “Disputed Amounts”) within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), ) and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerEquity Holders, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Owners may object to the Closing Working Capital Statement by delivering to Buyer Buyer’s Representative a written statement setting forth Seller’s Owners’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Owners’ disagreement therewith (the “Statement of Objections”). If Seller fails Owners fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers Owners deliver a the Statement of Objections before the expiration of the Review Period, Buyer Buyer’s Representative and Seller Owners shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement Statement, with such changes as may have been previously agreed in writing by Buyer Buyer’s Representative and SellerOwners, shall be final and binding.

Objection. On or prior to the last day of the Adjustment Review Period, Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSeller Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSeller Representative’s disagreement therewith (the “Statement of Objections”). If Seller Representative fails to deliver the Statement of Objections before the expiration of the Adjustment Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSeller Representative and Sellers. If Seller Representative delivers the Statement of Objections before the expiration of the Adjustment Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Xxxxx and SellerSeller Representative, shall be final and binding.

Objection. On or prior to before the last day of the Review Period, Seller the Vendors may object to the Closing Working Capital Statement by delivering to Buyer the Purchaser a written statement setting forth Seller’s the Vendors’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s the Vendors’ disagreement therewith (the “Statement of Objections”). If Seller fails the Vendors fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerthe Vendors. If Seller delivers the Vendors deliver the Statement of Objections before the expiration of the Review Period, Buyer the Purchaser and Seller the Vendors shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer the Purchaser and Sellerthe Vendors, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSellers’ Representative’s disagreement therewith (the “Statement of Objections”). If Seller Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers’ Representative. If Seller Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers’ Representative, shall be final and binding.

Objection. On or prior to before the last day of the Review Period, Seller may object to the Buyer’s proposed Closing Working Capital Statement Balance Sheet, Closing Net Book Value, and Post- Closing Adjustment by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the proposed Closing Working Capital Statement Balance Sheet, Closing Net Book Value, and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement shall be are deemed to have been accepted by Seller. If Seller delivers the a Statement of Objections before the expiration of the Review Period, Seller and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 15 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if . If the same objections are so resolved within the Resolution Period, the Closing Balance Sheet, Closing Net Book Value, and Post-Closing Adjustment and the Closing Working Capital Statement Adjustment, with such changes as may have been previously agreed in writing by Buyer Seller and SellerBuyer, shall will be final and binding.

Objection. On or prior to the last day of the Review Period, Seller the Stockholder Representative may object to the Closing Net Working Capital Statement by delivering to Buyer Parent a written statement setting forth Seller’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s its disagreement therewith (the “Statement of Objections”). No objection may be raised by the Stockholder Representative as to any items in the Closing Net Working Capital Statement that gives effect to the accounting issues raised by Parent’s advisor, Citrin Xxxxxxxxx, and which are reflected in the adjusted GAAP financial statements attached hereto as Exhibit D. If Seller the Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Net Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Net Working Capital Statement shall be deemed to have been accepted by Sellerthe Stockholder Representative. If Seller the Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Parent and Seller the Stockholder Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Net Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Parent and Sellerthe Stockholder Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and Seller, Seller shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s 's disagreement therewith (the “"Statement of Objections”"). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer Buyers a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement Statement, and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement and shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer Buyers and Seller shall negotiate in good faith to resolve such objections within thirty twenty (3020) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Buyers and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s 's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s 's disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s the objections of Seller Representative in reasonable detail, indicating each disputed item or amount and the basis for SellerSeller Representative’s disagreement therewith (the “Statement of Objections”). If Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSeller Representative and Sellers. If Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within thirty fifteen (3015) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSeller Representative, shall be final and binding.

Objection. On or prior to before the last day of the Review Period, Seller Vendor may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth SellerVendor’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerVendor’s disagreement therewith (the “Statement of Objections”). If Seller Vendor fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerVendor. If Seller Vendor delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller Vendor shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and SellerVendor, shall be final and binding.. ​

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Balance Sheet or the Statement of Purchase Price by delivering to Buyer Purchaser a written statement setting forth Seller’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s its disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement Balance Sheet and the Post-Closing Adjustment, as Statement of Purchase Price and the case may be, calculation of the Purchase Price (and the components thereof) reflected in the Closing Working Capital Statement of Purchase Price shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Adjustment Resolution Period”), and, if the same are so resolved within the Adjustment Resolution Period, the Post-Closing Adjustment Balance Sheet and the Closing Working Capital Statement of Purchase Price and the calculation of the Purchase Price (and the components thereof) reflected in the Statement of Purchase Price with such changes as may have been previously agreed in writing by Buyer Purchaser and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Net Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, then the Closing Net Working Capital Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Net Working Capital Statement shall be deemed to have been accepted by SellerSeller and final and binding on the Parties. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Net Working Capital Statement Statement, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and bindingbinding on the Parties.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing AdjustmentAdjustment Amount, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, Seller shall be final and bindingbinding on the Parties to this Agreement.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Post- Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers’ Representative may object to the Closing Working Capital Adjustment Statement by delivering to Buyer a written statement setting forth SellerSellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSellers’ Representative’s disagreement therewith (the “Statement of Objections”). If Seller Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Adjustment Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Adjustment Statement shall be deemed to have been accepted by SellerSellers. If Seller Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Adjustment Statement with such changes (if any) as may have been previously agreed in writing by Buyer Xxxxx and SellerSellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller the Sellers may object to the Closing Working Capital Statement by delivering to the Buyer a written statement setting forth Seller’s the Sellers' objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s the Sellers' disagreement therewith (the “"Statement of Objections”"). If Seller fails the Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers. If Seller delivers the Sellers deliver the Statement of Objections before the expiration of the Review Period, the Buyer and Seller the Sellers shall negotiate in EXECUTION VERSION good faith to resolve such objections within thirty (30) calendar days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by the Buyer and Sellerthe Sellers, shall be final and binding.

Objection. On or prior to before the last day of the Review Period, Seller may object to the Buyer’s proposed Closing Working Capital Statement Balance Sheet, Closing Net Book Value, and Post-Closing Adjustment by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the proposed Closing Working Capital Statement Balance Sheet, Closing Net Book Value, and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement shall be are deemed to have been accepted by Seller. If Seller delivers the a Statement of Objections before the expiration of the Review Period, Seller and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 15 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if . If the same objections are so resolved within the Resolution Period, the Closing Balance Sheet, Closing Net Book Value, and Post-Closing Adjustment and the Closing Working Capital Statement Adjustment, with such changes as may have been previously agreed in writing by Buyer Seller and SellerBuyer, shall will be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Sellers and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes to the Closing Working Capital and the Post-Closing Adjustment as may have been previously agreed in writing by Buyer Sellers and SellerBuyer, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSellers’ Representative’s disagreement therewith (the “Statement of Objections”). If Seller Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement Statement, as applicable, shall be deemed to have been accepted by Sellerall Sellers. If Seller Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers’ Representative, shall be final and bindingbinding on all parties.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Proposed Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Proposed Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers as the Closing Working Capital Statement and Buyer’s determination of Closing Working Capital reflected therein shall be deemed to have been accepted by Sellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Proposed Closing Adjustment Working Capital Statement and the Closing Working Capital Statement Capital, with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be and become final and bindingbinding on the parties and shall constitute the Closing Working Capital Statement and Closing Working Capital for all purposes of this Agreement.

Objection. On or prior to the last day of the Review Period, Seller Stockholder Representative may object to the Closing Working Capital Statement by delivering to Buyer Parent a written statement setting forth Seller’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s its disagreement therewith (the “Statement of Objections”). If Seller Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerStockholder Representative. If Seller Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Parent and Seller Stockholder Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Parent and SellerStockholder Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s its disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for SellerSellers’ Representative’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If Seller Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement Statement, with such changes as may have been previously agreed in writing by Buyer and SellerSellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSeller Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSeller Representative’s disagreement therewith (the “Statement of Objections”). If Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Xxxxx and SellerSeller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement Statement, and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement Statement, shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “"Statement of Objections”"). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Working Capital Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 15 days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSellers’ Representative’s disagreement therewith (the “Statement of Objections”). If Seller Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Proposed Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount, Seller’s value for each such disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Proposed Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Proposed Closing Working Capital Statement shall will be deemed to have been accepted by Sellerfinal and binding on all parties. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Proposed Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall will be final and bindingbinding on all parties.

Objection. On or prior to the last day of the Review Period, Seller Seller’s Representative may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth Seller’s Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerCompany’s disagreement therewith (the “Statement of Objections”). If Seller Sxxxxx’s Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing AdjustmentAdjustment Amount, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller’s Representative. If Seller Sxxxxx’s Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller Seller’s Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Pxxxxxxxx and Seller, ’s Representative shall be final and bindingbinding on the Parties to this Agreement.

Objection. On or prior to the last day of the Review Period, Seller the Owner may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth Sellerthe Owner’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerPurchaser’s disagreement therewith (the “Statement of Objections”). If Seller the Owner fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerthe Owner. If Seller the Owner delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller Owner shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and SellerOwner, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Guimaraes may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Guimaraes’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Guimaraes’ disagreement therewith (the “Statement of Objections”). If Seller Xxxxxxxxx fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers. If Seller Guimaraes delivers the Statement of Objections before the expiration of the Review Period, Buyer Xxxxx and Seller Xxxxxxxxx shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to the last day Sellers may, within thirty (30) days after receipt of the Post-Closing Adjustment Statement (the “Review Period”), Seller may object to the Post-Closing Working Capital Adjustment Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”); provided that Sellers shall be deemed to have agreed with and accepted the calculation of all undisputed items and amounts as set forth on the Post-Closing Adjustment Statement. If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Post-Closing Working Capital Adjustment Statement and the Post-Closing Adjustment, as the case may be, reflected in calculation of the Closing Date Net Working Capital Statement reflected therein shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), ) and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Statement and the calculation of the Closing Date Net Working Capital Statement reflected therein with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be final final, conclusive and bindingbinding upon the Parties.

Objection. On or prior to the last day of the Review Period, Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSeller Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSeller Representative’s disagreement therewith (the “Statement of Objections”). If Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSeller Representative. If Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSeller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 15 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the First Closing Review Period, Seller the Sellers’ Representative may object to the First Closing Net Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s its disagreement therewith (the “Statement of Objections”). No objection may be raised by either Seller as to any items in the First Closing Net Working Capital Statement that gives effect to any accounting issues raised by Buyer’s advisor, EisnerAmper LLP and which are identified on Schedule 2.4(c)(ii). If Seller the Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the First Closing Review Period, the First Closing Net Working Capital Statement and the First Closing Post-Closing Adjustment, as the case may be, reflected in the First Closing Net Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers’ Representative. If Seller the Sellers’ Representative delivers the Statement of Objections before the expiration of the First Closing Review Period, Buyer and Seller the Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “First Closing Resolution Period”), and, if the same are so resolved within the First Closing Resolution Period, the First Closing Post-Closing Adjustment and the First Closing Net Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellerthe Sellers’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or and amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Seller Representative's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Seller Representative's disagreement therewith (the “"Statement of Objections”"). If Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSeller Representative on behalf of the Sellers. If Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within thirty fifteen (3015) days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSeller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s 's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s 's disagreement therewith (the “"Statement of Objections”"). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Working Capital Deficit Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Deficit Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Deficit Statement shall be deemed to have been accepted by SellerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Deficit Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Kecy may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Kecy's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Kecy's disagreement therewith (the “Statement of Objections”). If Seller Kecy fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. Kecy, If Seller Kecy delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Kecy shall negotiate in good faith to resolve such objections within thirty (30) 60 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerKecy, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as adjustments (if any) to the case may be, Purchase Price reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery Buyer’s receipt of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Statement and the adjustments (if any) to the Purchase Price reflected in the Closing Working Capital Statement Statement, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to before the last day of the Review Period, the Seller may object to the Closing Working Capital Statement Statements by delivering to Buyer the Purchaser a written statement setting forth the Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for the Seller’s disagreement therewith (the “Statement of Objections”). If the Seller fails to deliver the Statement of Objections on or before the expiration last day of the Review Period, the Closing Working Capital Statement Statements and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement Statements shall be deemed to have been accepted by the Seller. If the Seller delivers the Statement of Objections on or before the expiration last day of the Review Period, Buyer the Purchaser and the Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same Statement of Objections are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement Statements, together with such changes as may have been previously agreed in writing by Buyer and Sellerthe Parties, shall be final and bindingbinding upon the Parties.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Proposed Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Proposed Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers as the Closing Working Capital Statement and Buyer’s determination of Closing Working Capital reflected therein shall be deemed to have been accepted by Sellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Proposed Closing Adjustment Working Capital Statement and the Closing Working Capital Statement Capital, with such changes as may have been previously agreed in writing by Buyer and SellerSellers, shall be and become final and bindingbinding on the parties and shall constitute the Closing Working Capital Statement and Closing Working Capital for all purposes of this Agreement.

Objection. On or prior to the last day of the Review Period, the Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellerthe Seller Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s the disagreement therewith (the “Statement of Objections”). If the Seller Representative fails to deliver the Statement of Objections before the expiration of the Working Capital Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers. If the Seller Representative delivers the Statement of Objections before the expiration of the Working Capital Review Period, Buyer and the Seller Representative shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellerthe Seller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Dent may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerDent’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Xxxx’x disagreement therewith (the “"Statement of Objections”"). If Seller Xxxx fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerthe Sellers. If Seller Xxxx delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Dent shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “"Resolution Period”"), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerDent, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth SellerSeller Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerSeller Representative’s disagreement therewith (the “Statement of Objections”). If Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement Statement, shall be deemed to have been accepted by SellerSeller Representative on behalf of the Sellers. If Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within thirty fifteen (3015) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and SellerSeller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and Seller, Seller shall be final and binding.

Objection. On or prior to Promptly following completion of its review (but in no event later than two (2) Business Days following the last day conclusion of the Review Period), Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before within two (2) Business Days following the expiration conclusion of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller the Selling Parties may object to the Closing Working Capital Statement by delivering to Buyer Purchaser a written statement setting forth Seller’s the Selling Parties’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s the Selling Parties’ disagreement therewith (the “Statement of Objections”). If Seller fails the Selling Parties fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellerthe Selling Parties. If Seller delivers the Selling Parties deliver the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller the Selling Parties shall negotiate in good faith to resolve such objections within thirty (30) 15 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer Purchaser and Sellerthe Selling Parties, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Preliminary Adjustment Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Closing Working Capital Statement Capital, Final Closing Cash, Final Closing Indebtedness and Final Selling Expenses, and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Working Capital Statement Preliminary Adjustment Statement, shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Preliminary Adjustment Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Holdings may object to the Closing Working Capital Balance Sheet and/or Closing Net Asset Value Statement by delivering to Buyer a written statement setting forth Seller’s Holdings’ objections in reasonable detail, indicating specifically identifying each disputed item or amount and the basis for Seller’s Holdings’ disagreement therewith (the “Statement of Objections”). If Seller Holdings fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Balance Sheet, Closing Net Asset Value Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Net Asset Value Statement shall be deemed to have been accepted by SellerHoldings. If Seller Holdings delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Holdings shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Balance Sheet, Post-Closing Adjustment Adjustment, and the Closing Working Capital Net Asset Value Statement with such changes as may have been previously agreed in writing by Buyer and SellerHoldings, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Condemnation Defendants may object to the Closing Working Capital Statement by delivering to Buyer City a written statement setting forth Seller’s Condemnation Defendants’ objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Condemnation Defendants’ disagreement therewith (the “Statement of Objections”). If Seller fails Condemnation Defendants fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerCondemnation Defendants. If Seller delivers Condemnation Defendants deliver the Statement of Objections before the expiration of the Review Period, Buyer City and Seller Condemnation Defendants shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer City and SellerCondemnation Defendants, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing AdjustmentAdjustment reflected in the Closing Working Capital Statement, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same such objections are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s 's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s 's disagreement therewith or a statement that the requisite amount of R-22 Inventory as reflected in the Closing Statement is inaccurate or otherwise does not trigger the application of the Post-Closing Adjustment (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith therewith, provided that such basis could only be (A) mathematical errors or (B) that Closing Working Capital Statement was not prepared in accordance with this Agreement (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding. Each item not included by Seller in the Statement of Objections shall be deemed to have been accepted by Seller.

Objection. On or prior to the last day of the Review Period, Seller Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s his objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s his disagreement therewith (the “Statement of Objections”). If Seller Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by SellerSellers’ Representative. If Seller Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers’ Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Periodsuch period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, Sellers’ Representative shall be final and binding.