Earn-Out Objection Sample Clauses

Earn-Out Objection. (a) If Sellers’ Representatives have any objections to the calculations set forth in the Earn-Out Statement, then, within fifteen (15) days after receipt of the Earn-Out Statement, Sellers’ Representatives jointly shall deliver to Parent a single written statement (an “Earn-Out Objections Statement”) setting forth their objections thereto in reasonable detail and the basis therefor; provided, however, that such fifteen (15)-day period shall be tolled for any period during which Parent, Partnership, EOP or EOC shall fail to make available to Sellers’ Representatives all books, records, documents and work papers requested by Sellers’ Representatives pursuant to Section 3.4.3(b), which are required to be made available to Sellers’ Representatives under Section 3.4.3(b) (except where providing reasonable access to books, records documents and work papers pursuant to Section 3.4.3(b) cannot be done in a manner that is not unreasonably disruptive to the Business). Each Earn-Out Objections Statement shall (i) include a copy of Parent’s calculations marked to indicate those specific line items that are in dispute, and (ii) be accompanied by Sellers’ Representatives’ calculations of each of the disputed line items and Sellers’ Representatives’ revised calculations setting forth its determination of the EOP Earn-Out Payment or the EOC Earn-Out Payment, as applicable, together with a detailed description of the basis for any such disagreement. All such line items that are not disputed shall be final, binding and non-appealable for all purposes hereunder. If an Earn-Out Objections Statement is not delivered to Parent within fifteen (15) days after delivery of the Earn-Out Statement, the Earn-Out Statement shall be final and binding on and non-appealable by, the Parties; provided, however, that such fifteen (15) day period shall be tolled for any period during which Parent, Partnership, EOP or EOC shall fail to make available to Sellers’ Representatives all books, records, documents and work papers requested by Sellers’ Representatives pursuant to Section 3.4.3(b), which are required to be made available to Sellers’ Representative under Section 3.4.3(b) (except where providing reasonable access to books, records documents and work papers pursuant to Section 3.4.3(b) cannot be done in a manner that is not unreasonably disruptive to the Business). If an Earn-Out Objections Statement is delivered to Parent within fifteen (15) days after delivery of the Earn-Out Statement ...
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Related to Earn-Out Objection

  • No Objection FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Securities.

  • Response to Objections Each Party retains the right to respond to any objection raised by a Participating Class Member, including the right to file responsive documents in Court no later than five court days prior to the Final Approval Hearing, or as otherwise ordered or accepted by the Court.

  • FINRA No Objections FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

  • Project Objective The Parties will jointly develop the Project Objective based upon the Owner’s requirements, goals, and constraints. The Project Objective is comprised of the Base Program, Target Cost, Added Value Incentive Items, Implementation Documents, and Contract Time, and any other objectives agreed by the Parties. The Project Objective establishes the Project requirements and standards for measuring the Project’s success. The various components of the Project Objective may be incorporated into the Agreement through Amendment upon recommendation of the Project Management Team and approval of the Senior Management Team.

  • Religious Objection Any employee who is a member of and adheres to established and traditional tenets or teachings of a bona fide religion, body, or sect which has historically held conscientious objections to joining or financially supporting labor organizations shall not be required to join or financially support the Union as a condition of employment. Such an employee shall, in lieu of dues and fees, pay sums equal to such dues and fees to a non-religious charitable fund. These religious objections and decisions as to which fund will be used must be documented and declared in writing to the Union. Any employee exercising their right of religious objection must provide the Union with a receipt of payment to an appropriate charity on a monthly basis.

  • Notice of Objection Contractor may object to any action taken by NYSERDA pursuant to this Exhibit that prevents the commencement of the time in which interest will be paid by submitting a written notice of objection to NYSERDA. Such notice shall be signed and dated and concisely and clearly set forth the basis for the objection and be addressed to the Vice President, New York State Energy Research and Development Authority, at the notice address set forth in Exhibit B to this Agreement. The Vice President of NYSERDA, or his or her designee, shall review the objection for purposes of affirming or modifying NYSERDA‘s action. Within fifteen (15) working days of the receipt of the objection, the Vice President, or his or her designee, shall notify the Contractor either that NYSERDA‘s action is affirmed or that it is modified or that, due to the complexity of the issue, additional time is needed to conduct the review; provided, however, in no event shall the extended review period exceed thirty (30) working days.

  • Dispute Notice If there is a dispute between the parties, then either party may give a notice to the other succinctly setting out the details of the dispute and stating that it is a dispute notice given under this clause 17.1.

  • Title Objections On or before the expiration of the Inspection Period, herein defined, Purchaser, at Purchaser's expense, may obtain a title commitment issued by Escrow Agent, which shall provide a commitment to insure title to the Real Property on the full-coverage, standard, revised ALTA Owner's Policy of title insurance, Form B (the "Title Commitment") in the amount of the Purchase Price subject, however, to the Permitted Exceptions (to which Purchaser does not object), but without exception as to mechanics or similar liens, free and clear of any and all other mortgages, liens, judgments, leases, encumbrances, parties in possession, licenses, covenants, conditions, restrictions, easements, encroachments and any other matters of any nature affecting the title except as permitted in this Agreement. Within ten (10) days of receipt by Purchaser of the Title Commitment and the Survey, Purchaser shall advise Seller in writing of any objections to the Title Commitment (including any of the Permitted Exceptions) and the Survey and, if no objections are so submitted by Purchaser within the applicable time period, it shall be deemed that the Title Commitment and the Survey are satisfactory, and Purchaser has no objections thereto. If Purchaser does advise Seller in writing of any objections, Seller shall have ten (10) days after the receipt of such statement of objections in which to notify Purchaser as to whether it will cure or remove such objections, Seller having no obligation to do so. If Seller notifies Purchaser that it will not cure or remove such objections, or if Seller is deemed to have elected not to cure such objections, then within ten (10) days after the receipt by Purchaser of such notice from Seller, or upon expiration of such ten (10) day period, Purchaser shall elect to either (i) terminate this Agreement, whereupon this Agreement shall be of no further force and effect, the Xxxxxxx Money shall be returned to Purchaser, and no party hereto shall have any further rights, liabilities or obligations hereunder or (ii) waive such objections to Seller's title. Failure by Purchaser to elect either alternative within such ten (10) day period shall be deemed an election to waive such objections. If Seller sends no notice to Purchaser within said ten (10) days, Seller shall be deemed to have elected not to cure any such title objections.

  • Religious Objections Any employee who is a member of a bonafide religion, body, or sect which has historically held conscientious objections to joining or financially supporting public employee organizations shall not be required to join or financially support the organization. Such employee shall, in lieu of periodic dues or agency shop fees, pay sums equal to said amounts to a non-religious, non-labor charitable fund exempt from taxation under Section 501(c)(3) of the Internal Revenue Code, which has been selected by the employee from a list of such funds designated by the City and the Association in a separate agreement. Such payments shall be made by payroll deduction as a condition of continued exemption from the requirements of financial support to the Association and as a condition of continued employment.

  • No FINRA Objections FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement.

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