Common use of Objection Clause in Contracts

Objection. On or prior to the last day of the Review Period, Company Member may object to the Closing Working Capital Statement by delivering to Parent a written statement setting forth objections of Company Member in reasonable detail, indicating each disputed item or amount and the basis for Company Member’s disagreement of therewith (the “Statement of Objections”). If Company Member 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 Company Member. If Company Member delivers the Statement of Objections before the expiration of the Review Period, Parent and Company Member 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 Working Capital Statement with such changes as may have been previously agreed in writing by Parent and Company Member, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Company Member Representative may object to the Closing Working Capital Statement by delivering to Parent Holdings a written statement setting forth its objections of Company Member in reasonable detail, indicating each disputed item or amount and the basis for Company Member’s its disagreement of therewith (the “Statement of Objections”). If Company Member 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 Company MemberMember Representative. If Company Member Representative delivers the Statement of Objections before the expiration of the Review Period, Parent Holdings and Company Member 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 Closing Working Capital Statement with such changes as may have been previously agreed in writing by Parent Holdings and Company MemberMember Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Company Member Members may object to the Closing Working Capital Statement by delivering to Parent Buyer a written statement setting forth the Members’ objections of Company Member in reasonable detail, indicating each disputed item or amount and the basis for Company Member’s the Members’ disagreement of therewith (the “Statement of Objections”). If Company Member fails the Members fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Post- Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Company Memberthe Members’ Representative and the Members. If Company Member delivers the Members deliver the Statement of Objections before the expiration of the Review Period, Parent the Members’ Representative and Company Member Buyer 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 Parent the Members’ Representative and Company MemberBuyer, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Company Member Representative may object to the Closing Working Capital Statement by delivering to Parent a written statement setting forth Member Representative’s objections of Company Member in reasonable detail, indicating each disputed item or amount and the basis for Company MemberMember Representative’s disagreement of therewith (the “Statement of Objections”). If Company Member 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 Company MemberMember Representative. If Company Member Representative delivers the Statement of Objections before the expiration of the Review Period, Parent and Company Member 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 Closing Working Capital Statement with such changes as may have been previously agreed in writing by Parent and Company MemberMember Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Company Member the Holder Representative may object to the Closing Working Capital Cash Statement by delivering to Parent Buyer a written statement setting forth its objections of Company Member in reasonable detail, indicating each disputed item or amount and the basis for Company Member’s its disagreement of therewith (the “Statement of Objections”). If Company Member the Holder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Cash Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Cash Statement shall be deemed to have been accepted by Company Memberthe Holder Representative. If Company Member the Holder Representative delivers the Statement of Objections before the expiration of the Review Period, Parent Buyer and Company Member the Holder Representative 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 Working Capital Cash Statement with such changes as may have been previously agreed in writing by Parent Buyer and Company Memberthe Holder Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Company Member the Seller Representative may object to the Closing Working Capital Statement by delivering to Parent XXXX a written statement setting forth the Seller Representative’s objections of Company Member in reasonable detail, detail indicating each disputed item or amount and the basis for Company Memberthe Seller Representative’s disagreement of therewith (the “Statement of Objections”). If Company Member 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 Company Memberthe Seller Representative. If Company Member the Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Parent XXXX and Company Member the 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 calculation of the Final Adjustment Amount and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Parent XXXX and Company Memberthe Seller Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Company Member Representative may object to the Closing Working Capital Statement by delivering to Parent Purchaser a written statement setting forth Member Representative’s objections of Company Member in reasonable detail, indicating each disputed item or amount and the basis for Company MemberMember Representative’s disagreement of therewith (the “Statement of Objections”). If Company Member 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 Company MemberMember Representative. If Company Member Representative delivers the Statement of Objections before the expiration of the Review Period, Parent Purchaser and Company Member Representative shall use commercially reasonable efforts to negotiate in good faith to resolve a resolution of 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 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 Parent Purchaser and Company MemberMember Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Company Member Representative may object to the Closing Working Capital Statement by delivering to Parent a written statement setting forth its objections of Company Member in reasonable detail, indicating each disputed item or amount and the basis for Company Member’s its disagreement of therewith (the “Statement of Objections”). If Company Member 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 Company MemberMember Representative. If Company Member Representative delivers the Statement of Objections before the expiration of the Review Period, Parent and Company Member 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 Closing Working Capital Statement with such changes as may have been previously agreed in writing by Parent and Company MemberMember Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Company Member the Shareholders’ Representative may object to the Closing Working Capital Statement by delivering to Parent Buyer a written statement setting forth the Shareholders’ Representative’s objections of Company Member in reasonable detail, indicating each disputed item or amount and the basis for Company Memberthe Shareholders’ Representative’s disagreement of therewith (the “Statement of Objections”). If Company Member the Shareholders’ 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 Company MemberSellers. If Company Member the Shareholders’ Representative delivers the Statement of Objections before the expiration of the Review Period, Parent Buyer and Company Member the Shareholders’ Representative shall negotiate in good faith to resolve such objections within 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 Parent Buyer and Company Memberthe Shareholders’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Company Member the Stockholder Representative may object to the Closing Working Capital Statement by delivering to Parent Buyer a written statement setting forth its objections of Company Member in reasonable detail, indicating each disputed item or amount and the basis for Company Member’s its disagreement of therewith (such statement, the “Statement of Objections”). If Company Member the 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 Company Memberthe Stockholder Representative. If Company Member the Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Parent Buyer and Company Member the Stockholder 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 Closing Working Capital Statement with such changes as may have been previously agreed in writing by Parent Buyer and Company Member, the Stockholder Representative shall be final and binding.

Objection. On or prior to the last day of the Review Period, Company Member Seller Representative may object to the Closing Working Capital Statement by delivering to Parent Buyer a written statement setting forth their objections of Company Member in reasonable detail, indicating each disputed item or amount and the basis for Company Member’s its disagreement of therewith (the “Statement of Objections”). If Company Member 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 Company Memberthe Companies. If Company Member Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Parent Buyer and Company Member Seller Representative 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 Periodsuch period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Parent Buyer and Company Member, Seller Representative shall be final and binding.