Common use of Objections; Resolution of Disputes Clause in Contracts

Objections; Resolution of Disputes. (i) Unless the Vertical/Trigen Shareholders’ Representative notifies the Osmotica Shareholders’ Representative in writing within 30 days (such 30-day period, the “Objection Period”) after delivery of the Osmotica Closing Statement of any objection to the computation of Osmotica Closing Working Capital, Osmotica Closing Indebtedness or the LTIP Amount set forth therein (a “Notice of Objection”), the Osmotica Closing Statement shall become final and binding. Following the delivery of the Osmotica Closing Statement and for purposes of the Vertical/Trigen Shareholders’ Representative’s review of such Osmotica Closing Statement and preparation of any Notice of Objection, the Osmotica Shareholders’ Representative shall permit the Vertical/Trigen Shareholders’ Representative and its Representatives to review the working papers of the Osmotica Shareholders’ Representative and its accountants (subject to the execution and delivery of customary access letters) relating to such Osmotica Closing Statement and, at the Vertical/Trigen Shareholders’ Representative’s request, shall (and shall authorize New HoldCo and its applicable subsidiaries to) provide the Vertical/Trigen Shareholders’ Representative and its Representatives (A) any information relating to the Osmotica Companies or the Vertical/Trigen Companies, as the case may be, reasonably requested in connection with its review of the Osmotica Closing Statement and (B) reasonable access during normal business hours to the personnel, properties, books and records of and relating to the Osmotica Companies or the Vertical/Trigen Companies, as the case may be (including any taking and preparing of physical counts of inventory). Any Notice of Objection shall specify the basis for the objections set forth therein.

Objections; Resolution of Disputes. (i) Unless the Vertical/Trigen Shareholders’ Representative LivaNova notifies the Osmotica Shareholders’ Representative Purchaser in writing writing, within 30 sixty (60) calendar days (such 3060-day period, the “Objection Period”) after delivery the earlier of (x) LivaNova’s receipt of the Osmotica Initial Closing Statement and (y) the expiration of the 90-day period contemplated by Section 2.04(a), of any objection to the computation of Osmotica Closing Working Capital, Osmotica Closing Indebtedness or the LTIP Adjustment Amount set forth therein (or, if the Initial Closing Statement was not delivered in accordance with Section 2.04(a), any objection to the computation of the Estimated Adjustment Amount) (a “Notice of Objection”), the Osmotica Initial Closing Statement (or the Estimate Report, as applicable) shall become final and binding. Following During the delivery of the Osmotica Closing Statement Objection Period and for purposes of the Vertical/Trigen Shareholders’ RepresentativeLivaNova’s review of such Osmotica the Initial Closing Statement Statement, if any, and preparation of any Notice of Objection, the Osmotica Shareholders’ Representative Purchaser shall permit the Vertical/Trigen Shareholders’ Representative LivaNova and its Representatives to review the working papers of the Osmotica Shareholders’ Representative Purchaser and its accountants relating to the Initial Closing Statement (subject to the execution and delivery of customary access lettersSection 5.03(a)) relating to such Osmotica Closing Statement and, at the Vertical/Trigen Shareholders’ RepresentativeLivaNova’s request, shall (and shall authorize New HoldCo and its applicable subsidiaries to) provide the Vertical/Trigen Shareholders’ Representative LivaNova and its Representatives (A) any information relating to the Osmotica Companies or the Vertical/Trigen Companies, as the case may be, Business reasonably requested in connection with its review of the Osmotica Closing Statement and (B) reasonable access during normal business hours to the personnel, properties, books and records of and relating to the Osmotica Companies Business, provided, in each case of (A) and (B), that (1) the provision by Purchaser of such information and access shall be subject to Sellers and their respective affiliates executing customary hold harmless letters and non-disclosure agreements, and (2) Purchaser shall not be required to give access to any information subject to attorney-client or the Vertical/Trigen Companies, as the case may be (including any taking and preparing of physical counts of inventory)other legal privilege. Any Notice of Objection shall specify LivaNova’s determination of the amount of any disputed item and the basis for the objections set forth thereintherein in reasonable detail.

Objections; Resolution of Disputes. (i) Unless the Vertical/Trigen Shareholders’ Representative Seller notifies the Osmotica Shareholders’ Representative Purchaser in writing within 30 45 days after Purchaser’s delivery of the Closing Statement (such 3045-day period, the “Objection Period”) after delivery of any dispute or objection thereto based on Seller’s good faith belief that the Osmotica Closing Statement was not prepared in accordance with the requirements of any objection to the computation of Osmotica Closing Working Capital, Osmotica Closing Indebtedness or the LTIP Amount set forth therein Section 2.04(a) (a “Notice of Objection”), the Osmotica Closing Statement and the calculations of Closing Working Capital, Closing Cash and Cash Equivalents, Transaction Expenses, Closing Indebtedness, Closing Tax Amount and the Purchase Price set forth therein shall become final be final, binding and bindingconclusive on the Parties. Following the delivery of the Osmotica Closing Statement and for purposes of the Vertical/Trigen Shareholders’ RepresentativeSeller’s review of such Osmotica the Closing Statement and preparation of any Notice of Objection, the Osmotica Shareholders’ Representative shall permit the Vertical/Trigen Shareholders’ Representative Seller and its Representatives to review the working papers of the Osmotica Shareholders’ Representative and its accountants (subject to the execution and delivery of customary access letters) relating to such Osmotica Closing Statement andRepresentatives, at the Vertical/Trigen Shareholders’ Representative’s requestupon reasonable advance notice, shall (and shall authorize New HoldCo and its applicable subsidiaries to) provide the Vertical/Trigen Shareholders’ Representative and its Representatives (A) any information relating to the Osmotica Companies or the Vertical/Trigen Companies, as the case may be, reasonably requested in connection with its review of the Osmotica Closing Statement and (B) reasonable access be permitted during normal business hours to review the personnel, properties, books and records of Purchaser and relating the Company Group and shall be provided with all information and reasonable access to the Osmotica Companies or Representatives of Purchaser and the Vertical/Trigen CompaniesCompany Group, as applicable, who were involved in the case may preparation of the Closing Statement, including, subject to Seller’s and its applicable Representatives’ entry into a customary access letter required by such accountants, all work papers of the accountants who audited, compiled or reviewed such statement in connection with Seller’s and its Representatives’ review thereof. Any information provided to Seller and its Representatives pursuant to this Section 2.04(b)(i) shall be (including any taking considered Confidential Information and preparing of physical counts of inventory)subject to Section 5.03. Any Notice of Objection shall specify the amount in dispute for each disputed item and the basis for the objections set forth therein. Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement not so disputed by Seller.

Objections; Resolution of Disputes. (i) Unless the Vertical/Trigen Shareholders’ Representative LivaNova notifies the Osmotica Shareholders’ Representative Purchaser in writing writing, within 30 sixty (60) calendar days (such 3060-day period, the “Objection Period”) after delivery the earlier of (x) XxxxXxxx’s receipt of the Osmotica Initial Closing Statement and (y) the expiration of the 90-day period contemplated by Section 2.04(a), of any objection to the computation of Osmotica Closing Working Capital, Osmotica Closing Indebtedness or the LTIP Adjustment Amount set forth therein (or, if the Initial Closing Statement was not delivered in accordance with Section 2.04(a), any objection to the computation of the Estimated Adjustment Amount) (a “Notice of Objection”), the Osmotica Initial Closing Statement (or the Estimate Report, as applicable) shall become final and binding. Following During the delivery of the Osmotica Closing Statement Objection Period and for purposes of the Vertical/Trigen Shareholders’ RepresentativeXxxxXxxx’s review of such Osmotica the Initial Closing Statement Statement, if any, and preparation of any Notice of Objection, the Osmotica Shareholders’ Representative Purchaser shall permit the Vertical/Trigen Shareholders’ Representative XxxxXxxx and its Representatives to review the working papers of the Osmotica Shareholders’ Representative Purchaser and its accountants relating to the Initial Closing Statement (subject to the execution and delivery of customary access lettersSection 5.03(a)) relating to such Osmotica Closing Statement and, at the Vertical/Trigen Shareholders’ RepresentativeLivaNova’s request, shall (and shall authorize New HoldCo and its applicable subsidiaries to) provide the Vertical/Trigen Shareholders’ Representative LivaNova and its Representatives (A) any information relating to the Osmotica Companies or the Vertical/Trigen Companies, as the case may be, Business reasonably requested in connection with its review of the Osmotica Closing Statement and (B) reasonable access during normal business hours to the personnel, properties, books and records of and relating to the Osmotica Companies Business, provided, in each case of (A) and (B), that (1) the provision by Purchaser of such information and access shall be subject to Sellers and their respective affiliates executing customary hold harmless letters and non-disclosure agreements, and (2) Purchaser shall not be required to give access to any information subject to attorney-client or the Vertical/Trigen Companies, as the case may be (including any taking and preparing of physical counts of inventory)other legal privilege. Any Notice of Objection shall specify XxxxXxxx’s determination of the amount of any disputed item and the basis for the objections set forth thereintherein in reasonable detail.

Objections; Resolution of Disputes. (ia) Unless the Vertical/Trigen Shareholders’ Representative Seller notifies the Osmotica Shareholders’ Representative Purchaser in writing within 30 45 days after Purchaser’s delivery of the Closing Statement (such 3045-day period, the “Objection Period”) after delivery of any dispute or objection thereto based on Seller’s good faith belief that the Osmotica Closing Statement was not prepared in accordance with the requirements of any objection to the computation of Osmotica Closing Working Capital, Osmotica Closing Indebtedness or the LTIP Amount set forth therein Section 2.04(a) (a “Notice of Objection”), the Osmotica Closing Statement and the calculations of Closing Working Capital, Closing Cash and Cash Equivalents, Transaction Expenses, Closing Indebtedness, Closing Tax Amount and the Purchase Price set forth therein shall become final be final, binding and bindingconclusive on the Parties. Following the delivery of the Osmotica Closing Statement and for purposes of the Vertical/Trigen Shareholders’ RepresentativeSeller’s review of such Osmotica the Closing Statement and preparation of any Notice of Objection, the Osmotica Shareholders’ Representative shall permit the Vertical/Trigen Shareholders’ Representative Seller and its Representatives to review the working papers of the Osmotica Shareholders’ Representative and its accountants (subject to the execution and delivery of customary access letters) relating to such Osmotica Closing Statement andRepresentatives, at the Vertical/Trigen Shareholders’ Representative’s requestupon reasonable advance notice, shall (and shall authorize New HoldCo and its applicable subsidiaries to) provide the Vertical/Trigen Shareholders’ Representative and its Representatives (A) any information relating to the Osmotica Companies or the Vertical/Trigen Companies, as the case may be, reasonably requested in connection with its review of the Osmotica Closing Statement and (B) reasonable access be permitted during normal business hours to review the personnel, properties, books and records of Purchaser and relating the Company Group and shall be provided with all information and reasonable access to the Osmotica Companies or Representatives of Purchaser and the Vertical/Trigen CompaniesCompany Group, as applicable, who were involved in the case may preparation of the Closing Statement, including, subject to Seller’s and its applicable Representatives’ entry into a customary access letter required by such accountants, all work papers of the accountants who audited, compiled or reviewed such statement in connection with Seller’s and its Representatives’ review thereof. Any information provided to Seller and its Representatives pursuant to this Section 2.04(b)(i) shall be (including any taking considered Confidential Information and preparing of physical counts of inventory)subject to Section 5.03. Any Notice of Objection shall specify the amount in dispute for each disputed item and the basis for the objections set forth therein. Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement not so disputed by Seller.