Common use of Objection Procedure Clause in Contracts

Objection Procedure. (i) Unless the Holder gives written notice to the Company of its objection (an “Objection”) to the Company’s calculation of the Adjusted Post-Money Valuation within 30 days following its receipt of the financial statements and accompanying chief financial officer’s certificate, the Company’s calculation shall be final and binding upon the parties for purposes of this Warrant. If the Holder waives in writing its right to deliver an Objection with respect to any such determination, the applicable determination shall be final and binding upon the parties as of the date of delivery of such waiver. Any Objection shall specify in reasonable detail the nature of any disagreement so asserted. Upon request of the Holder, the Company shall promptly provide a representative of the Holder such access to the books and records of the Company and its Subsidiaries as are reasonably necessary to confirm the Company’s calculation of the Adjusted Post-Money Valuation and the Holder agrees to maintain any such information in strict confidence (except for such disclosure to advisors or otherwise as appropriate in connection with the proceedings referred to below in clause (ii)). During the 15-day period following the delivery of an Objection, the Company and the Holder shall attempt in good faith to resolve any differences which they may have with respect to any matter specified in the Objection. (ii) If at the end of such 15-day period, the Company and the Holder shall have failed to reach written agreement with respect to all matters specified in any Objection, any matter that remains in dispute shall promptly be submitted to an independent accounting firm of internationally recognized standing (the “Accountant”) designated by the Company and the Holder within ten days after the expiration of such 15-day period, or, if they cannot agree on an accounting firm, such dispute shall be promptly referred to the HKIAC and an independent accounting firm of internationally recognized standing shall be appointed thereby. The Accountant shall consider only the matters specified in the Objection. The Accountant shall act promptly to resolve all matters specified in the Objection, and shall give its decision within 30 days after the referral of the matter to it. Upon resolution by the Accountant of all matters specified in the Objection, the Accountant shall determine the Adjusted Post-Money Valuation and/or whether the Adjusted Post Money Valuation is lower than the Initial Post Money Valuation, as applicable, on the basis of the matters it has resolved. The Accountant’s decisions and determinations with respect to all matters specified in the Objection and its determination as to Adjusted Post Money Valuation shall be final and binding upon the Company and the Holder. The costs and expenses of the Accountant shall be borne equally by the Company, on the one hand, and the Holder, on the other hand.

Objection Procedure. (i) Unless the Holder gives written notice to the Company of its objection (an “Objection”) to the Company’s calculation of the Adjusted Post-Money Valuation 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue within 30 days following its receipt of the financial statements and accompanying chief financial officer’s certificate, the Company’s calculation shall be final and binding upon the parties for purposes of this Warrant. If the Holder waives in writing its right to deliver an Objection with respect to any such determination, the applicable determination shall be final and binding upon the parties as of the date of delivery of such waiver. Any Objection shall specify in reasonable detail the nature of any disagreement so asserted. Upon request of the Holder, the Company shall promptly provide a representative of the Holder such access to the books and records of the Company and its Subsidiaries as are reasonably necessary to confirm the Company’s calculation of the Adjusted Post-Money Valuation 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue and the Holder agrees to maintain any such information in strict confidence (except for such disclosure to advisors or otherwise as appropriate in connection with the proceedings referred to below in clause (ii)). During the 15-day period following the delivery of an Objection, the Company and the Holder shall attempt in good faith to resolve any differences which they may have with respect to any matter specified in the Objection. (ii) If at the end of such 15-day period, the Company and the Holder shall have failed to reach written agreement with respect to all matters specified in any Objection, any matter that remains in dispute shall promptly be submitted to an independent accounting firm of internationally recognized standing (the “Accountant”) designated by the Company and the Holder within ten days after the expiration of such 15-day period, or, if they cannot agree on an accounting firm, such dispute shall be promptly referred to the HKIAC and an independent accounting firm of internationally recognized standing shall be appointed thereby. The Accountant shall consider only the matters specified in the Objection. The Accountant shall act promptly to resolve all matters specified in the Objection, and shall give its decision within 30 days after the referral of the matter to it. Upon resolution by the Accountant of all matters specified in the Objection, the Accountant shall determine the Adjusted Post-Money Valuation 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue and/or whether the Adjusted Post Money Valuation increment of 2010 Fiscal Year Revenue, compared to the 2009 Fiscal Year Revenue, is lower than the Initial Post Money Valuation25%, as applicable, on the basis of the matters it has resolved. The Accountant’s decisions and determinations with respect to all matters specified in the Objection and its determination as to Adjusted Post Money Valuation the 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue shall be final and binding upon the Company and the Holder. The costs and expenses of the Accountant shall be borne equally by the Company, on the one hand, and the Holder, on the other hand.

Objection Procedure. The Buyer and Seller shall each either accept the Closing Statement and the adjustment (iif any) Unless the Holder gives written notice to be made to the Company Preliminary Purchase Price to arrive at the Final Purchase Price or notify the other of its their objections to the correctness of the Closing Statement and/or such adjustment to the Preliminary Purchase Price. Each objecting party (an "Objecting Party") shall notify the other in writing within fifteen (15) days following the delivery of the Closing Statement to the Buyer. The Objecting Party's notice of objection (an “"Objection”") shall contain a detailed description of such party's objection to the Company’s calculation Closing Statement and the corresponding adjustment to the Preliminary Purchase Price. If neither the Buyer nor Seller delivers such an Objection within such time, the Closing Statement and adjustment to the Preliminary Purchase Price, if any, will be deemed accepted by the Buyer and Seller. If either the Buyer and/or Seller delivers an Objection to the other, the recipient of an Objection shall respond to such Objection and describe the responding party's (a "Responding Party") position with respect thereto in writing (a "Response") within fifteen (15) days following the Responding Party's receipt of an Objection. The Buyer and Seller shall make a good faith effort to resolve any disputed items within fifteen (15) days following the receipt by the Objecting Party of the Adjusted Post-Money Valuation Responding Party's Response, but if they are unable to do so, the remaining disputed items shall be presented to Ernst & Young LLP, or such other firm of nationally recognized independent public accountants as shall be mutually agreed upon by the parties hereto (the "Arbitrator"), to make a final written determination with respect to the correctness of each item remaining in dispute. The Arbitrator shall not be regarded as a mere fact finder or appraiser, but shall exercise its independent discretion and judgment as an accountant and shall have the full immunities of an arbitrator. The Arbitrator will be directed to make a final written determination within 30 thirty (30) days following its receipt of the financial statements dispute being submitted to it. The Arbitrator shall have full access to all requisite accounting and accompanying chief financial officer’s certificateother records of Seller, the Company’s calculation and its determination of all matters and disputes shall be final and binding upon on the parties for purposes hereto. The fees and expenses of this Warrantthe Arbitrator in rendering its opinion shall be paid by the losing party, or if each party to the arbitration shall prevail on certain issues, then the fees and expenses of the Arbitrator shall be paid as determined by the Arbitrator. If the Holder waives in writing its right to deliver an Objection with respect to any such determinationIn addition, the applicable determination Arbitrator shall be final and binding upon the parties as of the date of delivery of such waiver. Any Objection shall specify in reasonable detail the nature of any disagreement so asserted. Upon request of the Holder, the Company shall promptly provide a representative of the Holder such access award to the books prevailing party reasonable attorneys' and/or other professional fees and records of the Company and its Subsidiaries as are reasonably necessary to confirm the Company’s calculation of the Adjusted Post-Money Valuation and the Holder agrees to maintain any such information in strict confidence (except for such disclosure to advisors or otherwise as appropriate other costs incurred in connection with the proceedings referred arbitration proceeding as determined by the Arbitrator. In the event that each party prevails on certain issues, the Arbitrator may award reasonable attorneys' and/or other professional fees and other costs incurred in connection with the arbitration proceeding to below such parties and in clause (ii))such amounts as it deems proper in its sole discretion. During If any amount is payable by either the 15-day period Buyer or Seller based upon the Closing Statement, as a result of their mutual agreement or following the delivery resolution of an Objection, the Company and the Holder shall attempt in good faith to resolve any differences which they may have with respect to any matter specified in the Objection. (ii) If at the end of such 15-day period, the Company and the Holder shall have failed to reach written agreement with respect to all matters specified in any Objection, any matter that remains in dispute shall promptly be submitted to an independent accounting firm of internationally recognized standing (the “Accountant”) designated by the Company and Arbitrator, then such party shall reimburse the Holder other by wire transfer of funds within ten five (5) business days after following the expiration of such 15-day period, or, if they cannot agree on an accounting firm, such dispute shall be promptly referred to parties' mutual agreement or the HKIAC and an independent accounting firm of internationally recognized standing shall be appointed thereby. The Accountant shall consider only the matters specified in the Objection. The Accountant shall act promptly to resolve all matters specified in the Objection, and shall give its decision within 30 days after the referral of the matter to it. Upon resolution by the Accountant of all matters specified in the Objection, the Accountant shall determine the Adjusted Post-Money Valuation and/or whether the Adjusted Post Money Valuation is lower than the Initial Post Money Valuation, as applicable, on the basis of the matters it has resolved. The Accountant’s decisions and determinations with respect to all matters specified in the Objection and its determination as to Adjusted Post Money Valuation shall be final and binding upon the Company and the Holder. The costs and expenses of the Accountant shall be borne equally by the Company, on the one hand, and the Holder, on the other handArbitrator.

Objection Procedure. (i) Unless the Holder gives written notice to the Founder and the Company of its objection (an “Objection”) to the Company’s calculation of the Adjusted Post-Money Valuation 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue within 30 days following its receipt of the financial statements and accompanying chief financial officer’s certificate, the Company’s calculation shall be final and binding upon the parties for purposes of this WarrantAgreement. If the Holder waives in writing its right to deliver an Objection with respect to any such determination, the applicable determination shall be final and binding upon the parties as of the date of delivery of such waiver. Any Objection shall specify in reasonable detail the nature of any disagreement so asserted. Upon request of the Holder, the Company shall promptly provide a representative of the Holder such access to the books and records of the Company and its Subsidiaries as are reasonably necessary to confirm the Company’s calculation of the Adjusted Post-Money Valuation 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue and the Holder agrees to maintain any such information in strict confidence (except for such disclosure to advisors or otherwise as appropriate in connection with the proceedings referred to below in clause (ii)). During the 15-day period following the delivery of an Objection, the Company Founder and the Holder shall attempt in good faith to resolve any differences which they may have with respect to any matter specified in the Objection. (ii) If at the end of such 15-day period, the Company Founder and the Holder shall have failed to reach written agreement with respect to all matters specified in any Objection, any matter that remains in dispute shall promptly be submitted to an independent accounting firm of internationally recognized standing (the “Accountant”) designated by the Company Founder and the Holder within ten days after the expiration of such 15-day period, or, if they cannot agree on an accounting firm, such dispute shall be promptly referred to the HKIAC and an independent accounting firm of internationally recognized standing shall be appointed thereby. The Accountant shall consider only the matters specified in the Objection. The Accountant shall act promptly to resolve all matters specified in the Objection, and shall give its decision within 30 days after the referral of the matter to it. Upon resolution by the Accountant of all matters specified in the Objection, the Accountant shall determine the Adjusted Post-Money Valuation 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue and/or whether the Adjusted Post Money Valuation increment of 2010 Fiscal Year Revenue, compared to the 2009 Fiscal Year Revenue, is lower than the Initial Post Money Valuation25%, as applicable, on the basis of the matters it has resolved. The Accountant’s decisions and determinations with respect to all matters specified in the Objection and its determination as to Adjusted Post Money Valuation the 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue shall be final and binding upon the Company Founder and the Holder. The costs and expenses of the Accountant shall be borne equally by the CompanyFounder, on the one hand, and the Holder, on the other hand.

Objection Procedure. (i) Unless the Holder gives written notice to the Investor and the Company of its objection (an “Objection”) to the Company’s calculation of the Adjusted Post-Money Valuation within 30 days following its receipt of the financial statements and accompanying chief financial officer’s certificate, the Company’s calculation shall be final and binding upon the parties for purposes of this WarrantAgreement. If the Holder waives in writing its right to deliver an Objection with respect to any such determination, the applicable determination shall be final and binding upon the parties as of the date of delivery of such waiver. Any Objection shall specify in reasonable detail the nature of any disagreement so asserted. Upon request of the Holder, the Company shall promptly provide a representative of the Holder such access to the books and records of the Company and its Subsidiaries as are reasonably necessary to confirm the Company’s calculation of the Adjusted Post-Money Valuation and the Holder agrees to maintain any such information in strict confidence (except for such disclosure to advisors or otherwise as appropriate in connection with the proceedings referred to below in clause (ii)). During the 15-day period following the delivery of an Objection, the Company Investor and the Holder shall attempt in good faith to resolve any differences which they may have with respect to any matter specified in the Objection. (ii) If at the end of such 15-day period, the Company Investor and the Holder shall have failed to reach written agreement with respect to all matters specified in any Objection, any matter that remains in dispute shall promptly be submitted to an independent accounting firm of internationally recognized standing (the “Accountant”) designated by the Company Investor and the Holder within ten days after the expiration of such 15-day period, or, if they cannot agree on an accounting firm, such dispute shall be promptly referred to the HKIAC and an independent accounting firm of internationally recognized standing shall be appointed thereby. The Accountant shall consider only the matters specified in the Objection. The Accountant shall act promptly to resolve all matters specified in the Objection, and shall give its decision within 30 days after the referral of the matter to it. Upon resolution by the Accountant of all matters specified in the Objection, the Accountant shall determine the Adjusted Post-Money Valuation and/or whether the Adjusted Post Money Valuation is lower than the Initial Post Money Valuation, as applicable, on the basis of the matters it has resolved. The Accountant’s decisions and determinations with respect to all matters specified in the Objection and its determination as to Adjusted Post Money Valuation shall be final and binding upon the Company Investor and the Holder. The costs and expenses of the Accountant shall be borne equally by the CompanyInvestor, on the one hand, and the Holder, on the other hand.

Objection Procedure. (i) Unless the Holder gives written notice to the Founder and the Company of its objection (an “Objection”) to the Company’s calculation of the Adjusted Post-Money Valuation within 30 days following its receipt of the financial statements and accompanying chief financial officer’s certificate, the Company’s calculation shall be final and binding upon the parties for purposes of this WarrantAgreement. If the Holder waives in writing its right to deliver an Objection with respect to any such determination, the applicable determination shall be final and binding upon the parties as of the date of delivery of such waiver. Any Objection shall specify in reasonable detail the nature of any disagreement so asserted. Upon request of the Holder, the Company shall promptly provide a representative of the Holder such access to the books and records of the Company and its Subsidiaries as are reasonably necessary to confirm the Company’s calculation of the Adjusted Post-Money Valuation and the Holder agrees to maintain any such information in strict confidence (except for such disclosure to advisors or otherwise as appropriate in connection with the proceedings referred to below in clause (ii)). During the 15-day period following the delivery of an Objection, the Company Founder and the Holder shall attempt in good faith to resolve any differences which they may have with respect to any matter specified in the Objection. (ii) If at the end of such 15-day period, the Company Founder and the Holder shall have failed to reach written agreement with respect to all matters specified in any Objection, any matter that remains in dispute shall promptly be submitted to an independent accounting firm of internationally recognized standing (the “Accountant”) designated by the Company Founder and the Holder within ten days after the expiration of such 15-day period, or, if they cannot agree on an accounting firm, such dispute shall be promptly referred to the HKIAC and an independent accounting firm of internationally recognized standing shall be appointed thereby. The Accountant shall consider only the matters specified in the Objection. The Accountant shall act promptly to resolve all matters specified in the Objection, and shall give its decision within 30 days after the referral of the matter to it. Upon resolution by the Accountant of all matters specified in the Objection, the Accountant shall determine the Adjusted Post-Money Valuation and/or whether the Adjusted Post Money Valuation is lower than the Initial Post Money Valuation, as applicable, on the basis of the matters it has resolved. The Accountant’s decisions and determinations with respect to all matters specified in the Objection and its determination as to Adjusted Post Money Valuation shall be final and binding upon the Company Founder and the Holder. The costs and expenses of the Accountant shall be borne equally by the CompanyFounder, on the one hand, and the Holder, on the other hand.

Objection Procedure. (i) Unless the Holder gives written notice to the Company of its objection (an “Objection”) to the Company’s calculation of 2007 Net Income, 2008 Net Income or the Adjusted Post-Money Valuation achievement of the Profit Target within 30 days following its receipt of the applicable financial statements and accompanying chief financial officer’s certificate, the Company’s calculation shall be final and binding upon the parties for purposes of this Warrant. If the Holder waives in writing its right to deliver an Objection with respect to any such determination, the applicable determination shall be final and binding upon the parties as of the date of delivery of such waiver. Any Objection shall specify in reasonable detail the nature of any disagreement so asserted. Upon request of the Holder, the Company shall promptly provide a representative of the Holder such access to the books and records of the Company and its Subsidiaries subsidiaries as are reasonably necessary to confirm the Company’s calculation of 2007 Net Income, 2008 Net Income or the Adjusted Post-Money Valuation achievement of the Profit Target, as the case may be, and the Holder agrees to maintain any such information in strict confidence (except for such disclosure to advisors or otherwise as appropriate in connection with the proceedings referred to below in clause (ii)). During the 15-day period following the delivery of an Objection, the Company and the Holder shall attempt in good faith to resolve any differences which they may have with respect to any matter specified in the Objection. (ii) If at the end of such 15-day period, the Company and the Holder shall have failed to reach written agreement with respect to all matters specified in any Objection, any matter that remains in dispute shall promptly be submitted to an independent accounting firm of internationally nationally recognized standing (the “Accountant”) designated by the Company and the Holder within ten days after the expiration of such 15-day period, or, if they cannot agree on an accounting firm, such dispute shall be promptly referred to the HKIAC American Arbitration Association (the “AAA”) and an independent accounting firm of internationally nationally recognized standing shall be appointed thereby. The Accountant shall consider only the matters specified in the Objection. The Accountant shall act promptly to resolve all matters specified in the Objection, and shall give its decision within 30 days after the referral of the matter to it. Upon resolution by the Accountant of all matters specified in the Objection, the Accountant shall determine the Adjusted Post-Money Valuation and/or 2007 Net Income, the 2008 Net Income or whether the Adjusted Post Money Valuation is lower than the Initial Post Money ValuationProfit Target has been achieved, as applicablethe case may be, on the basis of the matters it has resolved. The Accountant’s decisions and determinations with respect to all matters specified in the Objection and its determination as to Adjusted Post Money Valuation whether the Profit Target has been achieved shall be final and binding upon the Company and the Holder. The costs and expenses of the Accountant shall be borne equally by the Company, on the one hand, and the HolderHolder and any other holder of a substantially identical warrant originally issued as of the date hereof making a similar objection under such warrant (pro rata in accordance with the respective number of warrant shares issuable under each such warrant), on the other hand.

Objection Procedure. (i) Unless the Holder gives written notice to the Founder Holdco and the Company of its objection (an “Objection”) to the Company’s calculation of the Adjusted Post-Money Valuation 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue within 30 days following its receipt of the financial statements and accompanying chief financial officer’s certificate, the Company’s calculation shall be final and binding upon the parties for purposes of this WarrantAgreement. If the Holder waives in writing its right to deliver an Objection with respect to any such determination, the applicable determination shall be final and binding upon the parties as of the date of delivery of such waiver. Any Objection shall specify in reasonable detail the nature of any disagreement so asserted. Upon request of the Holder, the Company shall promptly provide a representative of the Holder such access to the books and records of the Company and its Subsidiaries as are reasonably necessary to confirm the Company’s calculation of the Adjusted Post-Money Valuation 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue and the Holder agrees to maintain any such information in strict confidence (except for such disclosure to advisors or otherwise as appropriate in connection with the proceedings referred to below in clause (ii)). During the 15-day period following the delivery of an Objection, the Company Founder Holdco and the Holder shall attempt in good faith to resolve any differences which they may have with respect to any matter specified in the Objection. (ii) If at the end of such 15-day period, the Company Founder Holdco and the Holder shall have failed to reach written agreement with respect to all matters specified in any Objection, any matter that remains in dispute shall promptly be submitted to an independent accounting firm of internationally recognized standing (the “Accountant”) designated by the Company Founder Holdco and the Holder within ten days after the expiration of such 15-day period, or, if they cannot agree on an accounting firm, such dispute shall be promptly referred to the HKIAC and an independent accounting firm of internationally recognized standing shall be appointed thereby. The Accountant shall consider only the matters specified in the Objection. The Accountant shall act promptly to resolve all matters specified in the Objection, and shall give its decision within 30 days after the referral of the matter to it. Upon resolution by the Accountant of all matters specified in the Objection, the Accountant shall determine the Adjusted Post-Money Valuation 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue and/or whether the Adjusted Post Money Valuation increment of 2010 Fiscal Year Revenue, compared to the 2009 Fiscal Year Revenue, is lower than the Initial Post Money Valuation25%, as applicable, on the basis of the matters it has resolved. The Accountant’s decisions and determinations with respect to all matters specified in the Objection and its determination as to Adjusted Post Money Valuation the 2009 Fiscal Year Revenue and/or 2010 Fiscal Year Revenue shall be final and binding upon the Company Founder Holdco and the Holder. The costs and expenses of the Accountant shall be borne equally by the CompanyFounder Holdco, on the one hand, and the Holder, on the other hand.