Common use of Objection Clause in Contracts

Objection. On or prior to the last day of the Review Period, Member Representative may object to the Closing Statement by delivering to Purchaser a written statement setting forth Member Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Member Representative’s disagreement therewith (the “Statement of Objections”). If Member 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 Member Representative. If Member Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser and Member Representative shall use commercially reasonable efforts to negotiate a resolution of 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 Purchaser and Member Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Member Securityholder Representative may object to the Closing Statement by delivering to Purchaser Parent a written statement setting forth Member Representative’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Member Representative’s its disagreement therewith (the “Statement of Objections”). If Member Securityholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement, Statement and the Post-Closing Adjustment and Adjustment, as the other calculations case may be, reflected in the Closing Statement shall be deemed to have been accepted by Member Securityholder Representative. If Member Securityholder Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Parent and Member Securityholder Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of resolve such objections within 30 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, Adjustment and the Closing Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Purchaser Parent and Member Securityholder Representative, shall be final and binding.

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

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

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

Objection. On or prior to the last day of the Review Period, Member Stockholder Representative may object to the Closing Statement by delivering to Purchaser Parent a written statement setting forth Member Stockholder Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Member Stockholder Representative’s disagreement therewith (the “Statement of Objections”). If Member 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 Member Stockholder Representative. If Member Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Parent and Member Stockholder Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of 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 Purchaser Parent and Member Stockholder Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Member the Stockholder Representative may object to the Closing Net Working Capital Statement by delivering to Purchaser Parent a written statement setting forth Member Representative’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Member Representative’s its disagreement therewith (the “Statement of Objections”). No objection may be raised by the Stockholder Representative as to any items in the Closing Net Working Capital Statement that gives effect to the accounting issues raised by Parent’s advisor, Citrin ▇▇▇▇▇▇▇▇▇, and which are reflected in the adjusted GAAP financial statements attached hereto as Exhibit D. If Member the Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement, Net Working Capital Statement and the Post-Closing Adjustment and Adjustment, as the other calculations case may be, reflected in the Closing Net Working Capital Statement shall be deemed to have been accepted by Member the Stockholder Representative. If Member the Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Parent and Member the Stockholder Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of resolve such objections within 30 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, Adjustment and the Closing Net Working Capital Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Purchaser Parent and Member the Stockholder Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Member Stockholder Representative may object to the Closing Working Capital Statement by delivering to Purchaser Parent a written statement setting forth Member Representative’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Member Representative’s its disagreement therewith (the “Statement of Objections”). If Member Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement, Working Capital Statement and the Post-Closing Adjustment and Adjustment, as the other calculations case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Member Stockholder Representative. If Member Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Parent and Member Stockholder Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of resolve such objections within 30 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, Adjustment and the Closing Working Capital Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Purchaser Parent and Member Stockholder Representative, shall be final and binding.

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

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

Objection. On or prior to the last day of the Review Period, Member the Holder Representative may object to the Closing Cash Statement by delivering to Purchaser Buyer a written statement setting forth Member Representative’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Member Representative’s its disagreement therewith (the “Statement of Objections”). If Member the Holder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement, Cash Statement and the Post-Closing Adjustment and Adjustment, as the other calculations case may be, reflected in the Closing Cash Statement shall be deemed to have been accepted by Member the Holder Representative. If Member the Holder Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Buyer and Member the Holder Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of resolve such objections within 30 ten (10) 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, Adjustment and the Closing Cash Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Purchaser Buyer and Member the Holder Representative, shall be final and binding.

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

Objection. On or prior to the last day of the Review Period, Member the Securityholders’ Representative may object to the Closing Working Capital Statement by delivering to Purchaser Parent a written statement setting forth Member Representative’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Member Representative’s its disagreement therewith (the “Statement of Objections”). If Member the Securityholders’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement, Working Capital Statement and the Post-Closing Adjustment and Adjustment, as the other calculations case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Member the Securityholders’ Representative. If Member the Securityholders’ Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Parent and Member the Securityholders’ Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of resolve such objections within 30 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, Adjustment and the Closing Working Capital Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously be agreed in writing by Purchaser Parent and Member the Securityholders’ Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Member Shareholder Representative may object to the Closing Statement by delivering to Purchaser Parent a written statement setting forth Member Representative’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Member Representative’s its disagreement therewith (the “Statement of Objections”). If Member Shareholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement, Statement and the Post-Closing Adjustment and Adjustment, as the other calculations case may be, reflected in the Closing Statement shall be deemed to have been accepted by Member Shareholder Representative. If Member Shareholder Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Parent and Member Shareholder Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of resolve such objections within 30 days after the delivery of the Statement of Objections Objections, or such other period of time as Parent and Shareholder Representative shall agree to in writing (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment, Adjustment and the Closing Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Purchaser Parent and Member Shareholder Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Member Equityholder Representative may object to the Closing Statement by delivering to Purchaser Parent a written statement setting forth Member Equityholder Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Member Equityholder Representative’s disagreement therewith (the “Statement of Objections”). If Member Equityholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing StatementDate Debt, Company Transaction Expenses, Cash, and Capital Payments Amount, Final Closing Amount, and the Post-Closing Adjustment and the other calculations Adjustment, in each case as reflected in the Closing Statement Statement, shall be deemed to have been accepted by Member Equityholder Representative. If Member Equityholder Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Parent and Member Equityholder Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of resolve such objections within 30 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, Adjustment and the Closing Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Purchaser Parent and Member Equityholder Representative, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Member Sellers’ Representative may object to the Closing Working Capital Statement by delivering to Purchaser Buyer a written statement setting forth Member Sellers’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the specific basis for Member Sellers’ Representative’s disagreement therewith and Seller Representative’s calculation of such objections and the resulting calculation of Closing Work Capital (the “Statement of Objections”). If Member Sellers’ 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 Working Capital Statement shall be deemed to have been accepted by Member RepresentativeSellers. If Member Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Buyer and Member Sellers’ Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of 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, Adjustment and the Closing Statement and the calculations reflected in the Closing Working Capital Statement, with such changes as may have been previously agreed in writing by Purchaser Buyer and Member Sellers’ Representative, shall be final and binding.

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

Objection. On or prior to the last day of the Review Period, Member Stockholder Representative may object to the Closing Statement by delivering to Purchaser Parent a written statement setting forth Member Representative’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Member Representative’s its disagreement therewith (the “Statement of Objections”). If Member Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement, Statement and the calculation of the Post-Closing Adjustment and the other calculations reflected in the Closing Statement shall be deemed to have been accepted by Member Stockholder Representative. If Member Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Parent and Member Stockholder Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of resolve such objections within 30 sixty (60) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the calculation of the Post-Closing Adjustment, Adjustment and the Closing Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Purchaser Parent and Member Stockholder Representative, shall be final and binding.

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

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

Objection. On or prior to the last day of the Review Period, Member the Shareholders’ Representative may object to the Closing Working Capital Statement by delivering to Purchaser Buyer a written statement setting forth Member the Shareholders’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Member the Shareholders’ Representative’s disagreement therewith (the “Statement of Objections”). If Member the Shareholders’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement, Working Capital Statement and the Post-Closing Adjustment and Adjustment, as the other calculations case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Member RepresentativeSellers. If Member the Shareholders’ Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Buyer and Member the Shareholders’ Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of resolve such objections within 30 10 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, Adjustment and the Closing Working Capital Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Purchaser Buyer and Member the Shareholders’ Representative, shall be final and binding.

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

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

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

Objection. On or prior to the last day of the Review Period, Member Stockholder Representative may object to the Closing Tangible Net Worth Statement by delivering to Purchaser Parent a written statement setting forth Member Representative’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Member Representative’s its disagreement therewith (the “Statement of Objections”). If Member Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement, Tangible Net Worth Statement and the Post-Closing Adjustment and Adjustment, as the other calculations case may be, reflected in the Closing Tangible Net Worth Statement shall be deemed to have been accepted by Member Stockholder Representative. If Member Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Parent and Member Stockholder Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of 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, Adjustment and the Closing Tangible Net Worth Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Purchaser Parent and Member Stockholder Representative, shall be final and binding.

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

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

Objection. On or prior to the last day of the Review Period, Member Representative Members may object to the Closing Working Capital Statement by delivering to Purchaser Buyer a written statement setting forth Member Representative’s the Members’ objections in reasonable detail, indicating each disputed item or amount and the basis for Member Representative’s the Members’ disagreement therewith (the “Statement of Objections”). If Member Representative fails the Members fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement, the Post-Closing Adjustment Working Capital Statement and the other calculations Post- Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Member Representativethe Members’ Representative and the Members. If Member Representative delivers the Members deliver the Statement of Objections before the expiration of the Review Period, Purchaser the Members’ Representative and Member Representative Buyer shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of resolve such objections within 30 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, Adjustment and the Closing Working Capital Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Purchaser the Members’ Representative and Member RepresentativeBuyer, shall be final and binding.

Objection. On or prior to the last day of the Review Period, Member Seller Representative may object to the Closing Working Capital Statement by delivering to Purchaser Buyer a written statement setting forth Member Representative’s their objections in reasonable detail, indicating each disputed item or amount and the basis for Member Representative’s its disagreement therewith (the “Statement of Objections”). If Member Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement, Working Capital Statement and the Post-Closing Adjustment and Adjustment, as the other calculations case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Member Representativethe Companies. If Member Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Buyer and Member Seller Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of resolve such objections within 30 thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Periodsuch period, the Post-Closing Adjustment, Adjustment and the Closing Working Capital Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Purchaser Buyer and Member Representative, Seller Representative shall be final and binding.

Objection. On or prior to the last day of the Review Period, Member the Stockholder Representative may object to the Closing Working Capital Statement by delivering to Purchaser Parent a written statement setting forth Member Representative’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Member Representative’s its disagreement therewith (the “Statement of Objections”). If Member the Stockholder Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement, Working Capital Statement and the Post-Closing Adjustment and Adjustment, as the other calculations case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Member the Stockholder Representative. If Member the Stockholder Representative delivers the Statement of Objections before the expiration of the Review Period, Purchaser Parent and Member the Stockholder Representative shall use commercially reasonable efforts negotiate in good faith to negotiate a resolution of resolve such objections within 30 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, Adjustment and the Closing Working Capital Statement and the calculations reflected in the Closing Statement, with such changes as may have been previously agreed in writing by Purchaser Parent and Member the Stockholder Representative, shall be final and binding.