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 Statement by delivering to 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 Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Purchaser and Seller shall negotiate in good faith to resolve such objections within 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 Statement with such changes as may have been previously agreed in writing by Purchaser and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Buyer may object to Seller’s calculation of the Working Capital at Closing Statement and the resulting Final Purchase Price Calculation by delivering to Purchaser Buyer a written statement setting forth SellerBuyer’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 Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Statement Final Purchase Price Calculation submitted by Seller shall be deemed to have been accepted by SellerBuyer. If Seller Buyer delivers the Statement of Objections before the expiration of the Review Period, Purchaser Buyer and Seller shall negotiate in good faith to resolve such objections within 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 Statement Final Purchase Price Calculation with such changes as may have been previously are agreed in writing by Purchaser 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 Statement by delivering to Purchaser 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 Statement and the Post-Closing Adjustment, as the case may be, amounts reflected in the Closing Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Purchaser Buyer and Seller shall negotiate in good faith to resolve such objections within 30 fifteen (15) days after the delivery of the Statement of Objections or such longer period as they may mutually agree (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Amount and the Closing Statement with such changes as may have been previously agreed in writing by Purchaser 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 Statement by delivering to Purchaser 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 Statement Working Capital and the Post-Closing Adjustment, as the case may be, reflected in the Closing 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, Purchaser Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within 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 Statement with such changes as may have been previously agreed in writing by Purchaser 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 Adjustment Statement by delivering to Purchaser 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 Adjustment Statement and the Post-Closing Adjustment, as the case may be, Adjustment reflected in the Closing Adjustment Statement shall be deemed to have been accepted by Seller. If Seller delivers deliver the Statement of Objections before the expiration of the Review Period, Purchaser Buyer and Seller shall negotiate in good faith to resolve such objections within 30 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 Adjustment Statement with such changes (if any) as may have been previously agreed in writing by Purchaser Xxxxx and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Final Closing Statement by delivering to Purchaser 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 Final Closing Statement shall be deemed to have been accepted by SellerSeller as of the last day of the Review Period. If Seller delivers the Statement of Objections before the expiration of the Review Period, Purchaser Buyer and Seller shall negotiate in good faith to resolve such objections within 30 days (or such period as they may mutually agree) after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved by written agreement of Buyer and Seller within the Resolution Period, the Post-Closing Adjustment and the Final Closing Statement with such changes (if any) as may have been previously agreed to in writing by Purchaser Buyer 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 Purchaser 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 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, Purchaser Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within 30 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 Purchaser Buyer and Seller, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller Buyer may object to the Closing Statement Final Balance Sheet and the Final Purchase Price by delivering to Purchaser Seller a written statement setting forth SellerBuyer’s objections in reasonable detail, indicating each disputed item or amount and the basis for SellerBuyer’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 Statement Final Balance Sheet and the Post-Closing Adjustment, as the case may be, reflected in the Closing Statement Final Purchase Price shall be deemed to have been accepted by SellerBuyer. If Seller Buyer delivers the Statement of Objections before the expiration of the Review Period, Purchaser Buyer and Seller shall negotiate in good faith to resolve such objections within 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 Final Balance Sheet and the Closing Statement Final Purchase Price with such changes as may have been previously agreed in writing by Purchaser Buyer and Seller, shall be final and binding.

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

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

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Statement by delivering to Purchaser 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 Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing 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, Purchaser Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within 30 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 Statement with such changes as may have been previously agreed in writing by Purchaser Buyer and SellerSellers, 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 Statement by delivering to Purchaser 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 Upon Seller’s delivery of the Statement of Objections before the expiration of the Review PeriodObjections, the Closing Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Purchaser Buyer and Seller shall negotiate in good faith to resolve such objections within 30 twenty (20) days after the delivery of the Statement of Objections (or such longer period as the Parties may mutually agree in writing (the “Resolution Period”), and, if the same objections are so Table of Contents resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Statement with such changes as may have been previously agreed to in writing by Purchaser Buyer and SellerSeller during the Resolution Period, shall be final and bindingbinding on the Parties. If Seller does not deliver a Statement of Objections prior to the expiration of the Review Period, the Post-Closing Adjustment and the Closing Working Capital as determined pursuant to the Closing Statement shall be final and binding on the Parties.

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 Purchaser 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, Purchaser Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within 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 Statement Working Capital Statement, with such changes as may have been previously agreed in writing by Purchaser Buyer and SellerSellers, shall be final and binding.

Objection. On or prior to the last day of the Review Period, the Seller may object to the Closing Statement by delivering to Purchaser the Buyer 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 before the expiration of the Review Period, the Closing Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing 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, Purchaser the Buyer and the Seller shall negotiate in good faith to resolve such objections within 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 Statement with such changes as may have been previously agreed in writing by Purchaser the Buyer and the 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 Statement by delivering to Purchaser Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item or and 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 Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing 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, Purchaser Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within 30 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 Statement with such changes as may have been previously agreed in writing by Purchaser 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 Final Closing Date Statement by delivering to Purchaser Parent 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 Date Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Statement calculations contained therein shall be deemed to have been accepted by SellerSeller and shall be final and binding. If Seller delivers deliver the Statement of Objections before the expiration of the Review Period, Purchaser Parent and Seller shall negotiate in good faith to resolve such objections within 30 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-Final Closing Adjustment Date Statement and the Closing Statement calculations contained therein, in each case with such changes as may have been previously agreed in writing by Purchaser Parent and Seller, shall be final and binding.binding and shall not be subject to judicial review

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Statement by delivering to Purchaser 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 Statement and the Post-Closing AdjustmentAdjustment Payment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Purchaser Buyer and Seller shall negotiate in good faith to resolve such objections within 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 Payment and the Closing Statement with such changes as may have been previously agreed in writing by Purchaser 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 Post-Closing Statement by delivering to Purchaser 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 Post-Closing Statement and Statement, including Buyer’s calculation of the Closing Adjustment reflected in the Post-Closing AdjustmentStatement, as the case may be, reflected in the Closing 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, Purchaser Buyer and Seller Representative shall negotiate in good faith to resolve such objections within 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 Statement Statement, with such changes as may have been previously are agreed in writing by Purchaser Buyer and SellerSeller Representative, shall be final and binding.