Common use of Objection Clause in Contracts

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

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

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

Objection. On or prior to the last day of the Review Period, Stockholder Representative the Company may object to the Closing Tangible Net Worth Working Capital Statement by delivering to Parent a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the “Statement of Objections”). If Stockholder Representative the Company fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Tangible Net Worth Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Tangible Net Worth Working Capital Statement shall be deemed to have been accepted by Stockholder Representativethe Company. If Stockholder Representative the Company delivers the Statement of Objections before the expiration of the Review Period, Parent and Stockholder Representative the Company shall negotiate in good faith to resolve such objections within 30 fifteen (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 Tangible Net Worth Working Capital Statement with such changes as may have been previously agreed in writing by Parent and Stockholder Representativethe Company, shall be final and binding.

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

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

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

Objection. On or prior to the last day of the a Review Period, Stockholder the Sellers’ Representative may object to the Closing Tangible Net Worth a Statement by delivering to Parent the Buyer a written statement setting forth its the Sellers’ Representative objections in reasonable detail, indicating each disputed item or amount and the basis for its Sellers’ Representative disagreement therewith (the “Statement Notice of ObjectionsDisagreement”). If Stockholder the Sellers’ Representative fails to deliver the Statement Notice of Objections Disagreement before the expiration of the respective Review Period, the Closing Tangible Net Worth Statement and the EBITDA Post-Closing Adjustment, as the case may be, Adjustment (if appropriate) reflected in the Closing Tangible Net Worth Statement shall be deemed to have been accepted by Stockholder the Sellers’ Representative. If Stockholder the Sellers’ Representative delivers the Statement Notice of Objections Disagreement before the expiration of the relevant Review Period, Parent the Buyer and Stockholder Representative Sellers’ Representatives shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections prior to November 15, 2010 (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the EBITDA Post-Closing Adjustment (if appropriate) and the Closing Tangible Net Worth Statement with such changes as may have been previously agreed in writing by Parent Buyer and Stockholder Sellers’ Representative, shall be final and binding.

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