Common use of Objection Clause in Contracts

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. On or prior to the last day of the Review Period, Seller the Buyer may object to the Closing June Net Worth Statement by delivering to Buyer CGI a written statement setting forth Sellerthe Buyer’s objections in reasonable detail, indicating each disputed item, its item or amount and the basis for Sellerthe Buyer’s disagreement therewith (the “Statement of Objections”). If Seller the Buyer fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing June Net Worth Statement and the calculations contained therein Net Worth Adjustment, as the case may be, reflected in the June Net Worth Statement shall be deemed to have been accepted by and to be final and binding on Seller and the Buyer. If Seller the Buyer delivers the Statement of Objections before the expiration of the Review Period, the Buyer and Seller CGI shall negotiate in good faith to resolve such objections within thirty fifteen (3015) 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 June Net Worth Statement and the calculations contained therein, in each case with such changes as may have been previously agreed in writing by Xxxxx the Buyer and SellerCGI, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Inventory Value Statement by delivering to Buyer a written statement setting forth Seller’s 's objections in reasonable detail, indicating each disputed item, its item or amount and the basis for Seller’s 's disagreement therewith (the “"Statement of Objections”"). If Seller fails to does not deliver the a Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment reflected in the Closing Inventory Value Statement and the calculations contained therein shall be deemed to have been accepted by and to be final and binding on Seller and BuyerSeller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Seller and Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) 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 thereinInventory Value Statement, in each case with such changes as may have been previously agreed in writing by Xxxxx Buyer and Seller, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

Objection. On or prior to the last day of the Review Period, the Seller Representative may object to the Closing Statement by delivering to Buyer XXXX a written statement setting forth Sellerthe Seller Representative’s objections in reasonable detail, detail indicating each disputed item, its item or amount and the basis for Sellerthe Seller Representative’s disagreement therewith (the “Statement of Objections”). If the Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement and the calculations contained therein Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by and to be final and binding on the Seller and BuyerRepresentative. If the Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer XXXX and the Seller Representative shall negotiate in good faith to resolve such objections within thirty (30) 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 calculation of the Final Adjustment Amount and the Closing Statement and the calculations contained therein, in each case with such changes as may have been previously agreed in writing by Xxxxx XXXX and Sellerthe Seller Representative, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

Objection. On or prior to the last day of the Review Period, Seller Equityholders may object to the Closing Inventory Statement by delivering to Buyer a written statement setting forth Seller’s the Equityholders’ objections in reasonable detail, indicating each disputed item, its item or amount and the basis for Seller’s Equityholders’ disagreement therewith (the “Statement of Objections”). If Seller fails the Equityholders fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Inventory Statement and the calculations contained therein Post-Closing Adjustment, as the case may be, reflected in the Closing Inventory Statement shall be deemed to have been accepted by and to be final and binding on Seller and BuyerEquityholders. If Seller delivers the Equityholders deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Equityholders shall negotiate in good faith to resolve such objections within thirty (30) 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 Statement Adjustment and the calculations contained therein, in each case Closing Inventory Statement with such changes as may have been previously agreed in writing by Xxxxx Buyer and SellerEquityholders, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

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 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 Statement and the calculations contained therein Post-Closing Adjustment Payment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by and to be final and binding on Seller and BuyerSeller. 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) 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 Payment and the Closing Statement and the calculations contained therein, in each case with such changes as may have been previously agreed in writing by Xxxxx Buyer and Seller, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item, its item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the calculations contained therein Post-Closing Adjustment reflected in the Closing Working Capital Statement shall be deemed to have been accepted by and to be final and binding on Seller and BuyerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 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 Statement Adjustment and the calculations contained thereinClosing Working Capital Statement, in each case with such changes as may have been previously agreed in writing by Xxxxx Buyer and SellerSellers, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

Objection. On or prior to the last day of the Review Period, Seller Purchaser may object to the Closing Statement by delivering to Buyer Securityholder Representative a written statement setting forth Seller’s its objections in reasonable detail, indicating each disputed item, its item or amount and the basis for Seller’s its disagreement therewith (the “Statement of Objections”). If Seller Purchaser fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement and the calculations contained therein Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by and to be final and binding on Seller and BuyerPurchaser. If Seller Purchaser delivers the Statement of Objections before the expiration of the Review Period, Buyer Securityholder Representative and Seller Purchaser shall negotiate in good faith to resolve such objections within thirty (30) 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 Statement and the calculations contained therein, in each case with such changes as may have been previously agreed in writing by Xxxxx Securityholder Representative and SellerPurchaser, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

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 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 Statement and the calculations contained therein amounts reflected in the Closing Statement shall be deemed to have been accepted by and to be final and binding on Seller and BuyerSeller. 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 fifteen (3015) days after the delivery of the Statement of Objections or such longer period as they may mutually agree (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment Amount and the Closing Statement and the calculations contained therein, in each case with such changes as may have been previously agreed in writing by Xxxxx Buyer and Seller, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

Objection. On or prior to the last day of the Review Period, the Seller may object to the Closing Statement by delivering to the Buyer a written statement setting forth the Seller’s objections in reasonable detail, indicating each disputed item, its item or amount and the basis for the Seller’s disagreement therewith (the “Statement of Objections”). If the 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 Buyerthe Seller. If the Seller delivers the Statement of Objections before the expiration of the Review Period, the Buyer and the Seller shall negotiate in good faith to resolve such objections within thirty (30) 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 the Buyer and the Seller, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

Objection. On or prior to the last day of the Review Period, Seller Representative may object to the Post-Closing Statement by delivering to Buyer a written statement setting forth SellerSeller Representative’s objections in reasonable detail, indicating each disputed item, its item or amount and the basis for SellerSeller Representative’s disagreement therewith (the “Statement of Objections”). If Seller Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Post-Closing Statement and Statement, including Buyer’s calculation of the calculations contained therein Closing Adjustment reflected in the Post-Closing Statement, shall be deemed to have been accepted by and to be final and binding on Seller and BuyerRepresentative. If Seller Representative delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Representative shall negotiate in good faith to resolve such objections within thirty (30) 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 Adjustment and the calculations contained thereinPost-Closing Statement, in each case with such changes as may have been previously are agreed in writing by Xxxxx Buyer and SellerSeller Representative, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item, its item or amount and the basis for Seller’s Sellers’ disagreement therewith (the “Statement of Objections”). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement Working Capital and the calculations contained therein Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by and to be final and binding on Seller and BuyerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 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 Statement and the calculations contained therein, in each case with such changes as may have been previously agreed in writing by Xxxxx Buyer and SellerSellers, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Draft Statement by delivering to Buyer Purchaser a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item, its 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 Draft Statement and the calculations contained therein shall be deemed to have been accepted by and to be final and binding on Seller and BuyerSeller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser 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 thereinDraft Statement, in each case with such changes as may have been previously agreed in writing by Xxxxx Purchaser and Seller, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

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

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 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 Statement and the calculations contained therein Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by Seller and to shall be final and binding on Seller and Buyerbinding. 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) 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 Statement and the calculations contained therein, in each case with such changes as may have been previously agreed in writing by Xxxxx Buyer and Seller, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

Objection. On or prior to the last day of the Review Period, Seller Sellers may object to the Closing Player Liabilities Statement by delivering to Buyer a written statement setting forth Seller’s Sellers’ objections in reasonable detail, indicating each disputed item, its amount and the basis for Seller’s disagreement therewith detail (the “Statement of Objections”). If Seller fails Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, then the Closing Player Liabilities Statement and the calculations contained therein Post-Closing Adjustment, as the case may be, reflected in the Closing Player Liabilities Statement shall be deemed to have been accepted by and to be final and binding on Seller and BuyerSellers. If Seller delivers Sellers deliver the Statement of Objections before the expiration of the Review Period, then Buyer and Seller Sellers shall negotiate in good faith to resolve such objections within thirty (30) 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, then the Post-Closing Adjustment and the Closing Statement and the calculations contained thereinPlayer Liabilities Statement, in each case with such changes as may have been previously agreed in writing by Xxxxx Buyer and SellerSellers, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

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

Objection. On or prior to the last day of the Review Period, each Seller may object to the Closing Buyer Statement by delivering to Buyer a written statement setting forth such Seller’s objections in reasonable detail, indicating each disputed item, its item or amount and the basis for such Seller’s disagreement therewith (the “Statement of Objections”). If such Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Cash and Closing Payables reflected in the Buyer Statement and the calculations contained therein shall be deemed to have been accepted by and to be final and binding on Seller and Buyersuch Seller. If such Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and such Seller shall negotiate in good faith to resolve such objections within thirty ten (3010) 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 Buyer Statement and the calculations contained therein, in each case with such changes as may have been previously agreed in writing by Xxxxx Buyer and such Seller, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Statement by delivering to Buyer Purchaser a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item, its 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 Statement and the calculations contained therein Post-Closing Adjustment, as the case may be, reflected in the Closing Statement shall be deemed to have been accepted by and to be final and binding on Seller and BuyerSeller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer Purchaser and Seller shall negotiate in good faith to resolve such objections within thirty (30) 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 Statement and the calculations contained therein, in each case with such changes as may have been previously agreed in writing by Xxxxx Purchaser and Seller, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

Objection. On or prior to the last day of the Review Period, Seller Buyer may object to Seller’s calculation of the Working Capital at Closing Statement and the resulting Final Purchase Price Calculation by delivering to Buyer a written statement setting forth SellerBuyer’s objections in reasonable detail, indicating each disputed item, its item or amount and the basis for Seller’s Buyer's disagreement therewith (the “Statement of Objections”). If Seller Buyer fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement and the calculations contained therein Final Purchase Price Calculation submitted by Seller shall be deemed to have been accepted by and to be final and binding on Seller and Buyer. If Seller Buyer 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) 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 Final Purchase Price Calculation with such changes as may have been previously are agreed in writing by Xxxxx Buyer and Seller, shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

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

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

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 item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver Upon Seller’s delivery of 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 PeriodObjections, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty twenty (3020) days after the delivery of the Statement of Objections (or such longer period as the Parties may mutually agree in writing (the “Resolution Period”), and, if the same objections are so Table of Contents resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Statement and the calculations contained therein, in each case with such changes as may have been previously agreed to in writing by Xxxxx Buyer and SellerSeller during the Resolution Period, shall be final and binding on the Parties. If Seller does not deliver a Statement of Objections prior to the expiration of the Review Period, the Post-Closing Adjustment and Buyer the Closing Working Capital as determined pursuant to the Closing Statement shall be final and shall not be subject to further reviewbinding on the Parties.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Adjustment Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item, its 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 Adjustment Statement and the calculations contained therein Post-Closing Adjustment reflected in the Adjustment Statement shall be deemed to have been accepted by and to be final and binding on Seller and BuyerSeller. If Seller delivers deliver 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 Statement Adjustment and the calculations contained therein, in each case Adjustment Statement with such changes (if any) 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 reviewbinding.

Objection. On or prior to the last day of the Review Period, Seller may object to the Final Closing Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item, its 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 calculations contained therein Post-Closing Adjustment, as the case may be, reflected in the Final Closing Statement shall be deemed to have been accepted by and to be final and binding on Seller and Buyeras of the last day of the Review Period. 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 (30or such period as they may mutually agree) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved by written agreement of Buyer and Seller within the Resolution Period, the Post-Closing Adjustment and the Final Closing Statement and the calculations contained therein, in each case with such changes (if any) as may have been previously agreed to in writing by Xxxxx Buyer and Seller, Seller shall be final and binding on Seller and Buyer and shall not be subject to further reviewbinding.

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