Common use of Notice of Objection Clause in Contracts

Notice of Objection. (i) If Buyer has any objections to the NWC Statement, it shall deliver to Sellers a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such disagreement (including the specific items in the NWC Statement that are in dispute and the nature and amount of any disagreement so identified) and indicating any adjustments to the NWC Statement not later than forty-five (45) days after Buyer’s receipt of the NWC Statement (such forty-five (45)-day period, the “Review Period”). If Buyer fails to deliver a Notice of Objection within the Review Period, the NWC Statement and the amount set forth therein shall be deemed to have been accepted by Buyer and shall be deemed final and binding upon all of the Parties. If Buyer delivers a Notice of Objection to Sellers within the Review Period, Sellers and Buyer shall work in good faith to resolve Buyer’s objections within the thirty (30)-day period following the delivery of the Notice of Objection. (ii) If Buyer has no objections to the NWC Statement, Buyer may deliver to Sellers a written statement stating that it has no objections to the NWC Statement during the Review Period (such notice, a “Notice of No Objections”). In the case that Buyer delivers a Notice of No Objection, there shall be no Review Period and the NWC Statement delivered by Sellers shall be deemed the Final NWC Statement and shall be deemed final and binding upon all of the Parties.

Notice of Objection. (i) If the Buyer has any objections to the NWC Statement, it shall deliver to the Sellers a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such disagreement (including the specific items in the NWC Statement that are in dispute and the nature and amount of any disagreement so identified) and indicating any adjustments to the NWC Statement not later than forty-five thirty (4530) days after the Buyer’s receipt of the NWC Statement (such forty-five thirty (45)-day 30)-day period, subject to adjustment pursuant to Section 2.5(b) above the “Review Period”). If the Buyer fails to deliver a Notice of Objection within the Review PeriodPeriod (or applicable later date if such period is tolled), the NWC Statement and the amount set forth therein shall be deemed to have been accepted by the Buyer and shall be deemed final and binding upon all of the Parties. If the Buyer delivers a Notice of Objection to the Sellers within the Review Period, the Sellers and Buyer shall work in good faith to resolve the Buyer’s objections within the thirty (30)-day period following the delivery of the Notice of Objection. (ii) If the Buyer has no objections to the NWC Statement, the Buyer may deliver to the Sellers a written statement stating that it has no objections to the NWC Statement during the Review Period (such notice, a “Notice of No Objections”). In the case that the Buyer delivers a Notice of No Objection, there shall be no Review Period and the NWC Statement delivered by the Sellers shall be deemed the Final NWC Statement and shall be deemed final and binding upon all of the PartiesStatement.

Notice of Objection. (i) If Buyer has any objections to the NWC Statement, it shall deliver to Sellers a written statement (a “Notice of Objection”) setting forth Purchaser may advise Seller in writing and in reasonable detail the particulars of such disagreement (including the specific items in the NWC Statement that are in dispute and the nature and amount of any disagreement so identified) and indicating any adjustments to the NWC Statement detail, not later than forty-five the Examination Date, as to what exceptions or other matters shown on the Commitment and/or Survey, if any, are not acceptable to Purchaser (45) days after Buyer’s receipt of the NWC Statement (such forty-five (45)-day periodcollectively, the “Review PeriodTitle Objections”). If Buyer Prior to, or concurrently with, notifying Seller of any Title Objections, Purchaser shall endeavor in good faith to cause the Title Company to modify and update the Commitment to reflect its requested corrections and revisions. All title exceptions and survey matters not mentioned as part of Purchaser’s Title Objections shall be deemed approved by Purchaser. In the event Purchaser fails to deliver a Notice any notice of Objection within Purchaser’s Title Objections prior to the Review PeriodExamination Date, the NWC Statement and the amount set forth therein Purchaser shall be deemed to have been accepted by Buyer approved all exceptions or other matters shown on the Commitment and the Survey. Seller shall have five (5) business days after receipt of Purchaser’s Title Objections to give Purchaser notice that (a) Seller will remove any Title Objections from title (or afford the Title Company the necessary information or certifications to permit it to insure over such exceptions), at Seller’s cost (provided that Seller shall have no obligation to cure any title objections except as expressly provided in Section 5.2), or (b) Seller elects not to cause such exceptions to be removed or insured over. Seller’s failure to provide notice to Purchaser as to any Title Objection shall be deemed final and binding upon an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified that Seller will not remove or insure over any or all of the Parties. If Buyer delivers a Notice of Objection Title Objections, Purchaser shall have five (5) business days to Sellers within determine whether (i) to proceed with the Review Period, Sellers purchase and Buyer take the Property subject to such exceptions (in which event such exception shall work in good faith to resolve Buyer’s objections within the thirty (30)-day period following the delivery of the Notice of Objection. be deemed approved by Purchaser) or (ii) If Buyer has no objections to terminate this Agreement in its entirety, and if so terminated, the Xxxxxxx Money shall be refunded by Escrow Agent to Purchaser without any further consent required from Seller and neither party shall have any further rights, obligations or liabilities hereunder except for those provisions that survive the termination of this Agreement. Purchaser’s failure to give Seller notice shall be deemed to be an election by Purchaser under clause (ii) above. In the event that any update to the NWC StatementCommitment indicates the existence of any liens, Buyer may deliver encumbrances or other defects or exceptions (the “Additional Objections”) which are not shown in the initial Commitment and that are unacceptable to Sellers a written statement stating that it has no objections Purchaser, Purchaser shall within five (5) business days after receipt of any such update to the NWC Statement during Commitment notify Seller in writing of its objection to any such Additional Objection (the Review Period (such notice, a “Notice of No ObjectionsAdditional Objections Notice”). In Within five (5) business days after receipt of an Additional Objections Notice, Seller shall have the case option in its sole discretion to either: (a) elect to remove such Additional Objections, or, where applicable, agree that Buyer delivers a Notice Seller will cause such items to be discharged at or before Closing; or (b) notify Purchaser that Seller is unwilling to remove such Additional Objections. If Seller fails or elects not to remove such Additional Objections within said five (5) business day time period, then Purchaser shall have the option of No Objection, there shall be no Review Period (i) waiving its title objections and accepting the NWC Statement delivered by Sellers title as it then exists (in which event such additional exceptions shall be deemed approved by Purchaser); or (ii) terminating this Agreement, in which event the Final NWC Statement and Xxxxxxx Money shall be deemed final refunded by Escrow Agent to Purchaser without any further consent required from Seller and binding upon all neither party shall have any further rights, obligations or liabilities hereunder except for those provisions that survive the termination of the Partiesthis Agreement.

Notice of Objection. (i) If Buyer the Xxxxx Seller has any objections objection to the NWC StatementPost-Closing Statement or any of the amounts included in the calculation of Net Working Capital set forth therein, it the Xxxxx Seller shall deliver to Sellers Purchaser a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such disagreement (disagreement, including the specific items in the NWC Post-Closing Statement that are in dispute dispute, and the nature and amount of any disagreement so identified) and indicating any adjustments to the NWC Statement identified (such written statement, a “Notice of Objection”), not later than forty-five sixty (4560) days after Buyer’s its receipt of the NWC Statement Post-Closing Statement; provided that (A) such period shall be tolled and extended to account for any material delay or failure by Purchaser to provide reasonable access pursuant to Section 1.3(b)(ii) (which delay or failure must be notified in writing to Purchaser by the Xxxxx Seller promptly upon occurrence thereof) (such forty60-five (45)-day day period, as may be extended, the “Review Period”); and (B) any Notice of Objection may reference only disagreements based on mathematical errors or based on the calculation of Net Working Capital and any inputs and items establishing the bases for Net Working Capital as reflected on the Post-Closing Statement not being calculated in accordance with the terms and provisions of this Agreement. If Buyer the Xxxxx Seller delivers a Notice of Objection to Purchaser within the Review Period, the Xxxxx Seller and Purchaser shall work in good faith to resolve the Xxxxx Seller’s objections within the 20-day period following the delivery of the Notice of Objection (or such longer period as may be agreed by Purchaser and the Xxxxx Seller). Any disputed items resolved in writing between the Xxxxx Seller and Purchaser within such 20-day period shall be final and binding with respect to such items, and if the Xxxxx Seller and Purchaser agree in writing on the resolution of each disputed item specified by the Xxxxx Seller in the Notice of Objection and the amount of Net Working Capital, the amount so determined shall be final and binding on the parties for all purposes hereunder. If the Xxxxx Seller fails to deliver a Notice of Objection within the Review Period, the NWC Post-Closing Statement and the amount set forth therein shall be deemed to have been accepted by Buyer the Xxxxx Seller and shall be deemed final and binding upon all of the Parties. If Buyer delivers a Notice of Objection to Sellers within the Review Period, Sellers Parties and Buyer shall work in good faith to resolve Buyer’s objections within the thirty (30)-day period following the delivery of the Notice of Objection. (ii) If Buyer has no objections to the NWC Statement, Buyer may deliver to Sellers a written statement stating that it has no objections to the NWC Statement during the Review Period (such notice, a “Notice of No Objections”). In the case that Buyer delivers a Notice of No Objection, there shall be no Review Period and the NWC Statement delivered by Sellers shall be deemed the Final NWC Statement Closing Statement. Any communications between the Xxxxx Seller and Purchaser (or their respective Representatives) during the Review Period shall be deemed final treated as settlement discussion materials pursuant to U.S. Federal Rule of Evidence 408 and binding upon all of the Partiessimilar state rules.

Notice of Objection. (i) If Buyer the Stockholder Representative has any objections to the NWC StatementPost-Closing Statement or any of the amounts included in the calculation of the Merger Cash Consideration set forth therein, it shall deliver to Sellers Parent a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such disagreement (including the specific items in the NWC Post-Closing Statement that are in dispute and the nature and amount of any disagreement so identified) and indicating any adjustments to the NWC Statement not later than forty-five thirty (4530) days after Buyer’s its receipt of the NWC Post-Closing Statement (such forty-five thirty (45)-day 30) day period, the “Review Period”). If Buyer the Stockholder Representative fails to deliver a Notice of Objection within the Review Period, the NWC Post-Closing Statement and the amount amounts set forth therein shall be deemed to have been accepted by Buyer the Stockholder Representative and shall be deemed final and binding upon all of the Parties, and shall be deemed the Final Closing Statement. If Buyer the Stockholder Representative delivers a Notice of Objection to Sellers Parent within the Review Period, Sellers and Buyer shall work (i) any items set forth in good faith the Post-Closing Statement that are not objected to resolve Buyer’s objections within by the thirty (30)-day period following the delivery of the Stockholder Representative in such Notice of Objection. (ii) If Buyer has no objections to the NWC Statement, Buyer may deliver to Sellers a written statement stating that it has no objections to the NWC Statement during the Review Period (such notice, a “Notice of No Objections”). In the case that Buyer delivers a Notice of No Objection, there shall be no Review Period and the NWC Statement delivered by Sellers Objection shall be deemed to have been accepted by the Final NWC Statement Stockholder Representative and shall be deemed final and binding upon all of the Parties.Parties and (ii) the Stockholder Representative and Parent shall work in good faith to resolve the Stockholder Representative’s objections set forth in such Notice of Objection within the thirty (30) day period following Parent’s receipt thereof. (ii)

Notice of Objection. (i) If Buyer the Seller has any objections to the NWC StatementPost-Closing Statement or any of the amounts included in the calculation of the Final Consideration set forth therein, it shall deliver to Sellers the Buyer a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such disagreement (including the specific items in the NWC Post-Closing Statement that are in dispute and the nature and amount of any disagreement so identified) and indicating any adjustments to the NWC Statement not later than forty-five thirty (4530) days after Buyer’s its receipt of the NWC Post-Closing Statement (such forty-five thirty (45)-day 30) day period, the “Review Period”). If Buyer the Seller fails to deliver a Notice of Objection within the Review Period, the NWC Post-Closing Statement and the amount amounts set forth therein shall be deemed to have been accepted by Buyer the Seller and shall be deemed final and binding upon all of the Parties, and shall be deemed the Post-Closing Statement. Any items set forth in the Post-Closing Statement that are not objected to by the Seller in a Notice of Objection during the Review Period shall be deemed to have been accepted and shall be binding upon all of the Parties to this Agreement for purposes hereof. If Buyer the Seller delivers a Notice of Objection to Sellers the Buyer within the Review Period, Sellers the Seller and the Buyer shall work in good faith to resolve Buyerthe Seller’s objections within the thirty (30)-day 30) day period following the delivery of the Notice of Objection. (ii) If Buyer has no objections to the NWC Statement, Buyer may deliver to Sellers a written statement stating that it has no objections to the NWC Statement during the Review Period (such notice, a “Notice of No Objections”). In the case that Buyer delivers a Notice of No Objection, there shall be no Review Period and the NWC Statement delivered by Sellers shall be deemed the Final NWC Statement and shall be deemed final and binding upon all of the Parties.

Notice of Objection. (i) If Buyer Seller Parent has any objections objection to the NWC StatementPost- Closing Statement or any of the amounts included in the calculation of the Final Purchase Price set forth therein, it shall deliver to Sellers Purchaser a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such disagreement (disagreement, including the specific items in the NWC Post-Closing Statement that are in dispute dispute, and the nature and amount of any disagreement so identified) and indicating any adjustments to the NWC Statement identified (such written statement, a “Notice of Objection”), not later than forty-five (45) 60 days after Buyer’s its receipt of the NWC Statement Post-Closing Statement; provided that (A) such period shall be tolled and extended to account for any material delay or failure by Purchaser to provide reasonable access pursuant to Section 2.11(b)(ii) (which delay or failure must be notified in writing to Purchaser by Seller Parent promptly (but no later than one day thereafter) upon occurrence thereof) (such forty60-five (45)-day day period, as may be extended, the “Review Period”); and (B) any Notice of Objection may reference only disagreements based on mathematical errors or based on amounts of the Closing Net Cash (including Closing Indebtedness) and Closing Working Capital as reflected on the Post-Closing Statement not being calculated in accordance with the Accounting Methodology and the terms and provisions of this Agreement. If Buyer Seller Parent delivers a Notice of Objection to Purchaser within the Review Period, Seller Parent and Purchaser shall work in good faith to resolve Seller Parent’s objections within the 20-day period following the delivery of the Notice of Objection. Any disputed items resolved in writing between Seller Parent and Purchaser within such 20-day period shall be final and binding with respect to such items, and if Seller Parent and Purchaser agree in writing on the resolution of each disputed item specified by Seller Parent in the Notice of Objection and the amount of the Final Purchase Price, the amount so determined shall be final and binding on the parties for all purposes hereunder. If Seller Parent fails to deliver a Notice of Objection within the Review Period, the NWC Post-Closing Statement and the amount set forth therein shall be deemed to have been accepted by Buyer Seller Parent and shall be deemed final and binding upon all of the Parties. If Buyer delivers a Notice of Objection to Sellers within the Review Period, Sellers Parties and Buyer shall work in good faith to resolve Buyer’s objections within the thirty (30)-day period following the delivery of the Notice of Objection. (ii) If Buyer has no objections to the NWC Statement, Buyer may deliver to Sellers a written statement stating that it has no objections to the NWC Statement during the Review Period (such notice, a “Notice of No Objections”). In the case that Buyer delivers a Notice of No Objection, there shall be no Review Period and the NWC Statement delivered by Sellers shall be deemed the Final NWC Statement Closing Statement. Any communications between the Seller Parent and Purchaser (or their respective Representatives) during the Review Period shall be deemed final treated as settlement discussion materials pursuant to U.S. Federal Rule of Evidence 408 and binding upon all of the Partiessimilar state rules.