Objections Statement Sample Clauses

Objections Statement. After delivery of Bxxxx’s proposed Agreed Valuation and Tax Allocations, Buyer shall give Seller and its representatives reasonable access to review Buyer’s work papers related to the preparation of the proposed Agreed Valuation and Tax Allocations. Seller and its representatives may make inquiries of Buyer regarding questions concerning, or disagreements with, the Agreed Valuation and Tax Allocations arising during its review thereof. If Seller has any objections to the Agreed Valuation and Tax Allocations, Seller shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Buyer within forty-five (45) days after delivery of the proposed Agreed Valuation and Tax Allocations, the proposed Agreed Valuation and Tax Allocations shall be final, binding and non-appealable by the Parties; provided, that, in the event Buyer does not provide any papers or documents reasonably requested by Seller or any of its representatives within five (5) days of request therefor (or such shorter period as may remain in such forty-five (45)-day period), such forty-five (45)-day period will be extended by one day for each additional day required for Buyer to fully respond to such request; provided, further, that such forty-five (45)-day period will be extended a minimum of ten (10) days following the date on which Buyer have fully responded to such request.
Sample 1
AutoNDA by SimpleDocs
Objections Statement. 1.5.3.1 Owned Real Property ............................................ 1.1.2 Payors ......................................................... 2.19.1
Sample 1
Objections Statement. On or prior to the last day of the Review Period, Seller shall deliver to Buyer a written statement either accepting the Post-Closing Net Working Capital Statement or specifying any objections thereto in reasonable detail (an “Objections Statement”). If Seller does not deliver an Objections Statement on or prior to such date, then the Post-Closing Net Working Capital Statement shall become final and binding upon all Parties. If Seller delivers an Objections Statement on or prior to such date, then Seller and Buyer shall negotiate in good faith for 15 days following Buyer’s receipt of such Objections Statement to resolve Seller’s objections. Any such objection that Buyer and Seller is unable to resolve during such 15-day period is referred to as a “Working Capital Dispute.” After such 15-day period, any matter set forth in the Post-Closing Net Working Capital Statement that is not a Working Capital Dispute shall become final and binding upon all Parties. If Buyer and Seller are unable to resolve all objections during such 15-day period, then any Working Capital Disputes, and only such Working Capital Disputes, shall be submitted to the Accounting Firm for final resolution in accordance with the procedures set forth in Section 2.8. Upon delivery of such resolution, the Post-Closing Net Working Capital Statement, as modified in accordance with such resolution and any other mutual resolutions of the Parties, shall become final and binding upon all Parties. The Net Working Capital amount set forth on the Post-Closing Net Working Capital Statement as finally determined in accordance with this Article II shall constitute the “Final Net Working Capital”.
Sample 1
Objections Statement. The Objections Statement shall set out reasons why any amount(s) set forth in the applicable Purchase Price Statement is or are, as the case may be, not acceptable to the Sellers and specifically detail the particulars of the adjustments the Sellers asserts should be made to such Purchase Price Statement.
Sample 1
Objections Statement. Within 45 days after Purchaser’s receipt of the Closing Statement, Purchaser shall deliver, or cause to be delivered, to the Company and the RHP Member a written statement either accepting the Closing Statement or specifying any objections thereto in reasonable detail (an “Objections Statement”), which objections shall be limited to mathematical errors and calculations or determinations of amounts not in accordance with this Agreement. If Purchaser does not deliver, or cause to be delivered, an Objections Statement within such 45-day period, then the Closing Statement shall become final and binding upon all parties hereto; and any matter set forth in the Closing Statement that is not objected to by Purchaser in the Objections Statement shall become final and binding upon all parties hereto.
Sample 1

Related to Objections Statement

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

  • Earnings Statement The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.

  • Review Period The Asset Representations Reviewer will complete the Review of all of the Review Receivables within sixty (60) days after having received access to the Review Materials pursuant to Section 3.2(a). However, if additional Review Materials are provided to the Asset Representations Reviewer in respect of any Review Receivables pursuant to Section 3.2(b), the Review period will be extended for an additional thirty (30) days in respect of any such Review Receivables.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!