Protest Notice. Prior to the date which is 60 days after Parent’s delivery of the Post-Closing Statement (the “Protest Deadline”), the Shareholders’ Representative may deliver written notice to Parent (the “Protest Notice”) setting forth any permissible (as per the following sentence) objections which the Shareholders’ Representative may have to the Post-Closing Statement. The sole permissible grounds for objection shall be that the Additional Liabilities, Excess Liabilities, the Closing Date Cash, the Closing Date Indebtedness, the Closing Date Transaction Expenses and/or any necessary adjustment to the Closing Merger Consideration in accordance with Section 2.11(b)(iv) set forth on the Post-Closing Statement were not calculated in accordance with their respective definitions or the other terms of this Agreement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Shareholders’ Representative’s determination of the Additional Liabilities, Excess Liabilities, the Closing Date Cash, the Closing Date Indebtedness, the Closing Date Transaction Expenses and any necessary adjustment to the Closing Merger Consideration in accordance with Section 2.11(b)(iv), if any. The Shareholders’ Representative shall supply such additional information and respond to such inquiries, in each case, as Parent may reasonably request with respect to the bases of the calculations contained in the Protest Notice. If a Protest Notice is not delivered to Parent prior to the Protest Deadline, the Additional Liabilities, Excess Liabilities, the Closing Date Cash, the Closing Date Indebtedness, the Closing Date Transaction Expenses and any necessary adjustment to the Closing Merger Consideration in accordance with Section 2.11(b)(iv), as set forth on the Post-Closing Statement shall be final, binding and non-appealable by the Shareholders’ Representative or the Shareholders and Optionholders. If a Protest Notice is delivered prior to the Protest Deadline, any such amounts not disputed therein shall be final, binding and non-appealable by the Shareholders’ Representative and the Shareholders and Optionholders.
Protest Notice. Within thirty (30) days following delivery of the Closing Statement, Seller may deliver written notice (the “Protest Notice”) to Buyer of any disagreement that Seller may have as to the Closing Statement setting forth in reasonable detail each item and amount(s) in dispute, along with reasonable detail of the basis therefor, including reasonable supporting documentation, schedules, and calculations enabling Buyer to calculate and review Seller’s calculation of Net Working Capital and Cash. If Seller fails to deliver a Protest Notice on or before the date which is sixty (60) days following delivery of the Closing Statement (or applicable later date if such period is tolled), the Net Working Capital and Cash, as set forth on the Closing Statement shall be final, binding and non-appealable by Seller. In addition, any item of Net Working Capital and Cash not disputed in the Protest Notice shall be final, binding and non-appealable by Seller.
Protest Notice. Within thirty (30) days after the Buyer’s delivery of the Closing Schedule to the Seller, which date may be extended by the Seller by notice to the Buyer for one additional period of thirty (30) days if required by the Seller in good faith, the Seller may deliver written notice (the “Protest Notice”) to the Buyer, which describes in reasonable detail, any objections, and the basis therefor, which the Seller may have to the Closing Schedule, including the specific items involved and the specific dollar amount of each such disagreement; provided that any such objections may only be based upon mathematical errors or the Closing Date Net Working Capital, the Closing Date Cash on Hand, and/or the Closing Date Indebtedness not being prepared in accordance with the terms of this Agreement. The failure of the Seller to deliver such Protest Notice within the prescribed time period will constitute the Seller’s acceptance of the Closing Schedule prepared and delivered by the Buyer and the amounts set forth therein shall be final and binding. If the Seller delivers a Protest Notice within the prescribed time period, then the Seller and the Buyer will use reasonable efforts to resolve any disagreements as to the computation of the Closing Schedule, within thirty (30) days after delivery of the Protest Notice. Each portion or element of the Closing Schedule shall become final and binding upon the delivery of a Protest Notice to the extent such Protest Notice does not dispute such portion or element.
Protest Notice. Upon receipt of the Closing Schedule, Sellers will be given reasonable access upon reasonable notice to Buyer’s relevant books, records and personnel during business hours for the purpose of verifying the Final Inventory Value and the Closing Schedule. Prior to the date which is thirty (30) days after Buyer’s delivery of the Closing Schedule (the “Protest Date”), Sellers may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which Sellers may have to the Closing Schedule. The sole permissible grounds for objection shall be that the Final Inventory Value was not calculated in accordance with the requirements set forth in Section 2.4(a); provided, however, the Parties agree that any Non-Ventev In-Transit Inventory received by Buyer pursuant to Section 6.14(a) from and after the Closing, including during Sellers’ thirty (30) day review period of the Closing Schedule, shall be included in Sellers’ Protest Notice and shall thereafter be included as part of the Final Inventory Value. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule in the form of Schedule 2.4(a) setting forth Sellers’ determination of the Final Inventory Value, including the value of any Non-Ventev In-Transit Inventory received after the Closing pursuant to Section 6.14(a). If a Protest Notice is not delivered prior to the Protest Date, the Final Inventory Value as set forth on the Closing Schedule shall be final, binding and non-appealable by Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by Sellers.
Protest Notice. Within forty-five (45) days after Buyer’s delivery of the Final Proration Statement to Seller, Seller may deliver written notice (the “Protest Notice”) to Buyer setting forth any objections to the amounts on the Final Proration Statement, and the basis therefor. In the event that Seller does not object within such forty-five (45) day period, the Final Proration Statement shall be final and binding on Buyer and Seller. If Seller delivers a Protest Notice within the prescribed time period, then Seller and Buyer shall use reasonable efforts to resolve any disputes as to the computation of the Final Amount to be Prorated, within twenty (20) days after delivery of the Final Proration Statement.
Protest Notice. Within thirty (30) days following delivery of the Net Working Capital Statement, the Seller may deliver written notice (the “Protest Notice”) to the Buyer of any disagreement that the Seller may have as to the Net Working Capital Statement. Such Protest Notice shall set forth in reasonable detail the amount(s) in dispute. The failure of the Seller to deliver such Protest Notice within the prescribed time period will constitute the Seller’s acceptance of the Net Working Capital as set forth in the Net Working Capital Statement delivered by the Buyer. Upon receipt of the Net Working Capital Statement, the Seller and its representatives shall be given reasonable access (on-site at the location of the relevant documentation and personnel) to, and the Buyer shall make available, during reasonable business hours, for the purpose of verifying the Net Working Capital Statement: (i) the Books and Records, work papers, trial balances and similar materials relating to the Net Working Capital Statement and (ii) the Buyer’s accounting and financial personnel and, if any outside accountants were involved in the preparation of the Net Working Capital Statement, such outside accountants. Any item included in the Net Working Capital Statement and the calculation of the Net Working Capital that is not timely objected to by the Seller shall be deemed to be accepted and any amounts included within such item shall be deemed to be final, binding and conclusive. Buyer and Seller shall use reasonable efforts to resolve any amounts in dispute.
Protest Notice. Within thirty (30) days following delivery of the Closing Statement, Seller may deliver written notice (the “Closing Statement Protest Notice”) to Buyer of any disagreement that Seller has with the Closing Statement. Such Closing Statement Protest Notice shall set forth in reasonable detail the basis of such disagreement together with the amount(s) in dispute. The failure of Seller to deliver such Closing Statement Protest Notice within the prescribed time period will constitute Seller’s acceptance of the Closing Statement as determined by Buyer. Seller and its representatives shall be given full and complete access to all of Buyer’s books and records relating to, and personnel familiar with the determination of Net Working Capital and preparation of, the Closing Statement during reasonable business hours for the purpose of reviewing the Closing Statement, preparing the Closing Statement Protest Notice (if any) and resolving any differences between the Parties pursuant to Section 2.3(c)(v).
Protest Notice. Within forty-five (45) days after Buyer’s delivery of the Closing Schedule, Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which Seller may have to the Closing Schedule. The sole permissible grounds for objection shall be that Net Working Capital was not calculated in accordance with the definition thereof as set forth in this Agreement or that the calculation of Net Working Capital contains computational errors. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule in the form of Schedule 1.4 setting forth Seller’s determination of Net Working Capital. The failure of Seller to deliver such Protest Notice within the time period prescribed above will constitute Seller’s acceptance as final of Net Working Capital as set forth on the Closing Schedule. If a Protest Notice is delivered, any amounts not disputed therein shall be deemed to be accepted by Seller as final. Upon receipt of the Closing Schedule, and until such time as the Final Net Working Capital has been determined, Seller and its representatives (including accountants and counsel) will be given reasonable access, upon reasonable notice, to the relevant books, records, workpapers and personnel or representatives of Buyer and the Company during normal business hours for the purpose of reviewing and verifying the Closing Schedule and Net Working Capital as set forth therein, and/or resolving any questions or disputes with respect thereto.
Protest Notice. Following written notice of any determination of EBITDA by the Board, Nord shall have thirty (30) days to deliver a written notice to the Board of any objections, and the basis therefor, which Nord may have to calculation of EBITDA (a “Protest Notice”). The Protest Notice must set forth the specific line items of EBITDA to which Nord objects, as well as reasonable detail of the particulars of such disagreement (the “Disputed EBITDA Items”); provided that Nord may not assert a disagreement as to the definition of EBITDA hereunder. If Nord does not deliver a Protest Notice within such thirty (30) day period, the Board’s determination of EBITDA will be conclusive and binding on the parties for all purposes hereunder.
Protest Notice. Within thirty (30) days following delivery of the Closing Statement, Sellers may deliver written notice (the “Closing Statement Protest Notice”) to Buyer of any disagreement that Sellers may have as to any amount included in or omitted from the Closing Statement. Such Closing Statement Protest Notice shall set forth in reasonable detail the basis of such disagreement together with the amount(s) in dispute. The failure of Sellers to deliver such Closing Statement Protest Notice within the prescribed time period will constitute Sellers’ acceptance of the Closing Statement as determined by Buyer and shall be deemed final and binding upon the parties hereto. Sellers and their representatives shall be given reasonable access to the books and records relating to the Closing Statement for the purpose of verifying the Closing Statement and Buyer shall use commercially reasonable efforts to make its financial staff and advisors (with respect to the Business) available to Sellers and their accountants and other representatives upon written request, and upon reasonable advance notice and during normal business hours during the review by them of the Closing Statement and the calculation of the Final Net Working Capital and Final Seller Transaction Expenses and the resolution by Buyer and Sellers of any objections thereto.
