Objections; Resolution of Disputes. The Closing Adjustment Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Weyerhaeuser gives written notice of its disagreement with the Closing Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on the Adjustment Amount not being calculated in accordance with Section 5.05 and (iii) be accompanied by a certificate of an executive officer of Weyerhaeuser certifying that the matters specified in the Notice of Disagreement are consistent with the requirements of Section 5.05. If a Notice of Disagreement is received by Parent in a timely manner, then the Closing Adjustment Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Weyerhaeuser and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Weyerhaeuser and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Weyerhaeuser and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The dispute resolution by the Accounting Firm shall be an arbitration under the Federal Arbitration Act and relevant Laws of the State of New York. The Accounting Firm shall be Deloitte LLP (or an Affiliate thereof) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. Weyerhaeuser and Parent shall use commercially reasonable efforts to cause the Accounting Firm to render a decision in writing resolving the matters submitted to the Accounting Firm within 30 days of receipt of the submission. The determination of the Accounting Firm shall be final and binding on the parties, and judgment may be entered upon such determination in any court having jurisdiction over t...
Objections; Resolution of Disputes. (i) Unless the Vertical/Trigen Shareholders’ Representative notifies the Osmotica Shareholders’ Representative in writing within 30 days (such 30-day period, the “Objection Period”) after delivery of the Osmotica Closing Statement of any objection to the computation of Osmotica Closing Working Capital, Osmotica Closing Indebtedness or the LTIP Amount set forth therein (a “Notice of Objection”), the Osmotica Closing Statement shall become final and binding. Following the delivery of the Osmotica Closing Statement and for purposes of the Vertical/Trigen Shareholders’ Representative’s review of such Osmotica Closing Statement and preparation of any Notice of Objection, the Osmotica Shareholders’ Representative shall permit the Vertical/Trigen Shareholders’ Representative and its Representatives to review the working papers of the Osmotica Shareholders’ Representative and its accountants (subject to the execution and delivery of customary access letters) relating to such Osmotica Closing Statement and, at the Vertical/Trigen Shareholders’ Representative’s request, shall (and shall authorize New HoldCo and its applicable subsidiaries to) provide the Vertical/Trigen Shareholders’ Representative and its Representatives (A) any information relating to the Osmotica Companies or the Vertical/Trigen Companies, as the case may be, reasonably requested in connection with its review of the Osmotica Closing Statement and (B) reasonable access during normal business hours to the personnel, properties, books and records of and relating to the Osmotica Companies or the Vertical/Trigen Companies, as the case may be (including any taking and preparing of physical counts of inventory). Any Notice of Objection shall specify the basis for the objections set forth therein.
Objections; Resolution of Disputes. (a) Unless Seller notifies Buyer in writing within sixty (60) days after Buyer’s delivery of the results of Buyer’s calculations under Sections 2.6 and 2.7 and the accompanying schedules of any objection to any component of the calculation (the “Notice of Objection”), the calculation shall become final and binding. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein.
Objections; Resolution of Disputes. (i) Unless Acquisition LP notifies ConAgra in writing, within thirty (30) days after Deloitte's delivery of the Audited Closing Balance Sheets, of any objection to the computations set forth therein (the "Notice of Objection"), the Audited Closing Balance Sheets shall become final and binding. Any such objection shall be limited to matters concerning (x) mathematical errors or (y) the Audited Closing Balance Sheets not having been calculated or prepared in accordance with this Agreement, including, without limitation, Exhibit 5.1.1. During such 30-day period Acquisition LP and its representatives shall be permitted to review the working papers of ConAgra and Deloitte relating to the Audited Closing Balance Sheets. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein.
Objections; Resolution of Disputes. (1) Unless Purchaser notifies Seller in writing within 30 days after Seller's delivery of the Statement of any objection to any component of the computation of Closing Net Assets set forth therein (the "Notice of Objection"), such computation shall be final and binding. During such 30-day period Purchaser and its representatives shall be permitted to review the working papers of Seller relating to the Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. Any Notice of Objection shall include only objections based on (i) mathematical errors in the computation of Closing Net Assets or (ii) Closing Net Assets not having been calculated in accordance with the consistent application of the accounting principles, practices, methodologies and policies used in the preparation of the Reference Statement (after taking into consideration the provisions of Schedule 1.04(a)). Seller and Purchaser acknowledge that (i) the sole purpose of the determination of Closing Net Assets is to adjust the Purchase Price so as to reflect the change in Net Assets from December 31, 2001, to the Closing Date and (ii) such change is to be measured on a totally consistent basis so that the calculation is to be done using the same accounting principles, practices, methodologies and policies used in the preparation of the Reference Statement, except as provided in Schedule 1.04(a).
Objections; Resolution of Disputes. (i) Unless Seller notifies Purchaser in writing within 30 days after Purchaser’s delivery of the Statement of any objection to the computation of Closing Date Working Capital set forth therein (the “Notice of Objection”), the Statement shall become final and binding. During such 30-day period, Seller and its representatives shall be permitted to review the working papers of Purchaser and Purchaser’s accountants relating to the Statement, and Purchaser shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties, books and records relating to the Business for such purpose. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. Any Notice of Objection shall include only objections based on (A) mathematical errors in the computation of Closing Date Working Capital or (B) Closing Date Working Capital not having been calculated in accordance with Section 2.9(a).
Objections; Resolution of Disputes. (i) Unless one or both of the Stockholder Representative and the Buyer Sponsor notifies Buyer in writing within 45 days after Buyer’s delivery of the Final Purchase Price Calculation Statement of any objection to Buyer’s Proposed Calculations (the “Notice of Objection”), the Final Purchase Price Calculation Statement will become final and binding on the Parties at the end of such 45-day period. During such 45-day period, Stockholder Representative, the Buyer Sponsor and their respective representatives and advisors will be permitted to review all materials and information used by Buyer in preparing the Final Purchase Price Calculation Statement and Buyer will make available such personnel as are reasonably necessary to assist Stockholder Representative or the Buyer Sponsor in its respective review of the Final Purchase Price Calculation Statement. Any Notice of Objection must specify in reasonable detail the basis for the objections set forth therein.
Objections; Resolution of Disputes. (i) Unless Parent notifies the Company in writing within three Business Days after delivery of the Cash Statement or the Net Cash Statement of any objection to the computation of Cash or Net Cash, as applicable, set forth therein (“Notice of Objection”), the Cash Statement or the Net Cash Statement, as applicable, will become final and binding at the end of such three Business Day period or such earlier date as may be mutually agreed by the Company and Parent. During such period, Parent and its representatives and their advisors will be permitted to review all books, records, working papers, materials and information used by the Company or its representatives in preparing the Cash Statement or the Net Cash Statement, as applicable, and the Company will make available such personnel as are reasonably necessary to assist Parent in its review of the Cash Statement or Net Cash Statement, as applicable. Any Notice of Objection must specify in reasonable detail the basis for the objections set forth therein. Notwithstanding any provision of this Agreement to the contrary, if required to resolve a dispute with respect to the Cash Statement or Net Cash Statement, the Closing will be delayed pending resolution of such dispute and the satisfaction of conditions to Closing.
Objections; Resolution of Disputes. (i) Unless Purchaser notifies Seller in writing, within 30 days after Seller's delivery to Purchaser of the EBITDA Statement, of any objection to the conformity of the calculations and adjustments set forth in the EBITDA Statement with the calculations and adjustments set forth in Schedule 1.01(a) (the "EBITDA Notice of Objection"), the EBITDA Statement shall become final and binding. During such 30-day period, Purchaser and its representatives shall be afforded reasonable access, during normal business hours, to Seller's employees for purposes of reviewing the EBITDA Statement and related books and records. Any EBITDA Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein.
Objections; Resolution of Disputes. (i) Unless Seller notifies Purchaser in writing within 30 days after Purchaser's delivery to Seller of the Statement of any objection to the computation of Net Working Capital or Equipment Held for Lease set forth therein (the "Post-Closing Notice of Objection"), the Statement shall become final and binding. During such 30-day period Seller and its representatives shall be permitted to review the working papers of Purchaser relating to the Statement and shall be afforded reasonable access, during normal business hours, to Purchaser's employees for purposes of reviewing the Statement and related books and records. Any Post-Closing Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein.
