Finalization of Schedules Sample Clauses

Finalization of Schedules. An applicable Schedule will become final and binding on all parties thirty (30) calendar days after the first date on which the Schedule Recipient has received the applicable Schedule (the “Schedule Period”) unless such Schedule Recipient, within the Schedule Period, (i) provides the Corporate Taxpayer with a written notice of any material objection to such Schedule (“Objection Notice”) made in good faith or (ii) provides a written waiver of such right of any Objection Notice, in which case such Schedule will become binding on the date the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Holder Representative are unable to successfully resolve the issues raised in the Objection Notice, the provisions of Section 7.9 shall apply.

Finalization of Schedules. All schedules and ancillary ------------------------- agreements to this Agreement shall be agreed upon and finalized after Seller's execution of this Agreement. This Agreement shall become null and void if such schedules are not finalized and agreed upon by both parties by November 27, 2001.

Finalization of Schedules. (a) The parties acknowledge that certain of the Schedules referred to in this Agreement are not complete as of the date hereof and expressly agree that Parent shall have the right to modify, and Purchaser shall have the right to request modifications to, the Schedules to include additional items at any time and from time to time up to 10 days prior to the Closing Date (except for Schedule 6.2(a) which may only be modified until 10 days prior to completion of the Secondary Transfer), subject to the prior approval of the other party (such approval not to be unreasonably delayed, refused or withheld). (b) In the event Parent or the Purchaser objects to any addition to the Schedules requested by the other party-on the basis that the Asset or Liability that is proposed to be added to a Schedule does not relate primarily to the EHP Business (or with respect to Schedule 6.2(a) on the basis that such Asset relates primarily to the EHP Business), Parent and Purchaser shall jointly review the books and records related to such Asset and evaluate if the criteria on the basis of which the Net Working Capital Positions, the Fixed Assets Positions and the Unaudited Balance Sheets referred to in Section 4.6 (a) have been established have been respected. If the Asset or Liability in question meets such criteria (or in the case of Secondary Transfers does not meet such criteria), it shall be added to the relevant Schedule and included under this Agreement as part of the Transferred Assets, Assumed Liabilities or Secondary Transfers, as the case may be. If it does not meet such criteria (or in the case of Secondary Transfers it does meet such criteria), it shall not be added to the Schedule and shall instead be retained by the relevant Business Seller or Transferred Subsidiary, as the case may be. (c) The Purchaser shall have the right to request modifications of Schedule 6.9, to the extent that such modifications relate to Guarantees and Bonds that have been issued in order to secure accounting items that are not included in the Closing Net Working Capital.