Objection Sample Clauses

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

Objection. If the Seller disagrees with Buyer’s (i) calculation of (A) Relevant Working Capital, (B) Relevant Debt, (C) Actual Relevant Working Capital Surplus, if any, (D) Actual Relevant Working Capital Deficit, if any, (E) Cash Equivalents, (F) Transaction Expenses or (G) Actual CAPEX Deficit or (ii) calculation of the Closing Purchase Price determined using the foregoing calculations, the Seller shall deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent of such disagreement, and the Seller’s proposed resolution to any such disagreement to Buyer on or before the 60th day following its receipt of the Final Closing Statement and Final Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Seller is not described in the Objection Notice received by Buyer, (2) no Objection Notice is timely delivered by the Seller to Buyer or (3) the Seller provides written notice to Buyer at any time during the Adjustment Objection Period that it agrees with the calculations in the Final Closing Statement, then all matters described in the Final Closing Statement that are not objected to by the Seller in the Objection Notice will be final, conclusive and binding on the parties and not subject to appeal. If the Seller timely delivers an Objection Notice to Buyer delivered in accordance with the notice provisions set forth in Section 9.2, Buyer and the Seller will endeavor to resolve any disagreements noted in the Objection Notice in good faith during the 20 Business Days after the receipt by Buyer of such Objection Notice, or such longer period as the Buyer and Seller may mutually agree (the “Adjustment Resolution Period”). Any such disagreements that are resolved by the Buyer and Seller during the Adjustment Resolution Period shall be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to retain the Firm (or if the Firm is unable to serve as the Firm for any reason whatsoever, including for reasons of conflict of interest), the parties shall, within five days thereafter, retain the Second Firm, in which case the Second Fir...

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item, its amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement and the calculations contained therein shall be deemed to have been accepted by and to be final and binding on Seller and Buyer. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within 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 Closing Statement and the calculations contained therein, in each case with such changes as may have been previously agreed in writing by Xxxxx and Seller, shall be final and binding on Seller and Buyer and shall not be subject to further review.

Objection. Xxxxxxx Operating may object to any expense or cost included on an invoice, including on the ground that the same was not a reasonable or appropriate cost incurred by the Manager in connection with the Services; provided, that such objection is made in writing to the Manager within 30 days following the date of Xxxxxxx Operating’s receipt of the disputed invoice. The Parties shall, during the 15 days after such notice, use their commercially reasonable efforts to reach agreement on the disputed items or amounts. If the Parties are unable to reach agreement within such period, the issue shall be determined pursuant to the dispute resolution procedures set forth in Section 3.6. Notwithstanding the forgoing, Xxxxxxx Operating shall pay the Manager the Payment Amount owed to the Manager when due. Such payment shall not be deemed a waiver of the right of Xxxxxxx Operating to recoup any contested portion of any amount so paid.

Objection. On or prior to the last day of the Review Period, Sellers’ Representative may object to the Post-Closing Statement by delivering to Buyer a written statement setting forth Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Sellers’ Representative’s disagreement therewith (the “Statement of Objections”). If the Statement of Objections is for the Actual Earn-Out EBITDA Statement, Sellers’ Representative will also deliver a copy thereof to the Escrow Agent. If Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Post-Closing Statement shall be deemed to have been accepted by Sellers and the payment required under Sections 2.4.2.2, 2.4.4.1 or 2.4.4.2 or 2.4.5.4 as applicable (in each case, the “Adjustment”), shall be made in accordance with the provisions thereof (including the terms of the Escrow Agreement if the Statement of Objections, or lack thereof, is for the Actual Earn-Out EBITDA Statement). If Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Sellers’ Representative shall negotiate in good faith to resolve such objections within 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 Adjustment and the Post-Closing Statement with such changes as may have been previously agreed in writing by Buyer and Sellers’ Representative shall be final and binding.

Objection. If Grantor suspends or terminates this Agreement, in whole or in part, for cause, or takes any other action in response to Grantee’s non-compliance, Grantee may avail itself of any opportunities to object and challenge such suspension, termination or other action by Grantor in accordance with any applicable processes and procedures, including, but not limited to, the procedures set forth in the State of Illinois Grantee Compliance Enforcement System. 2 CFR 200.342; 44 Ill. Admin. Code 7000.80 and 7000.260.

Objection. On or prior to the last day of the Review Period, Seller and Warrant Holder Representative may object to the Final Closing Date Statement by delivering to Buyer a written statement setting forth Seller’s and Warrant Holder Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for and Seller’s and Warrant Holder Representative’s disagreement therewith (the “Statement of Objections”). If Seller and Warrant Holder Representative fail to deliver the Statement of Objections before the expiration of the Review Period, the Final Closing Date Statement and the calculations contained therein shall be deemed to have been accepted by Seller and Warrant Holder Representative and shall be final and binding. In addition, all items not expressly disputed in a timely Statement of Objections shall be deemed to have been accepted by Seller and Warrant Holder Representative and shall be final and binding. If Seller and Warrant Holder Representative deliver the Statement of Objections before the expiration of the Review Period, Buyer, on the one hand, and Seller and Warrant Holder Representative, on the other hand, shall negotiate in good faith to resolve such objections within 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 Final Closing Date Statement and the calculations contained therein, in each case with such changes as may have been previously agreed in writing by Buyer, on the one hand, and Seller and Warrant Holder Representative, on the other hand, shall be final and binding and shall not be subject to judicial review.

Objection. Except for the terms set forth in the paragraph entitled "Orders," neither party shall be bound by, and each specifically objects to, any term or condition that is different from or in addition to the provisions of these terms and conditions, unless such different or additional term or condition is accompanied by an express reference to the inconsistent term in these terms and conditions, or expressly waives the prohibition of different or additional terms in this paragraph, and is in writing signed by the party to be obligated. Such a modification, however, will apply only to the transaction covered by the Contract and has no effect whatsoever on the terms of this Agreement or the order of precedence applicable to any other transactions under this Agreement.

Objection. If Grantor suspends or terminates this Agreement, in whole or in part, for cause, Grantee may avail itself of any opportunities to object and challenge such suspension or termination in accordance with any applicable written processes and procedures. 2 CFR 200.341.

Objection. On or prior to the last day of the Review Period, Stockholder Representative may object to the Closing Statement by delivering to Parent a written statement setting forth Stockholder Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Stockholder Representative’s 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 Statement, the Post-Closing Adjustment and the other calculations reflected in the Closing 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, the Closing Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Parent and Stockholder Representative, shall be final and binding.