Common use of Protest Notice Clause in Contracts

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. 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 Within thirty (30) days after the Buyer’s 's delivery of the Closing Date Balance Sheet and the Closing Schedule (to the “Protest Date”)Seller, Sellers the Seller may deliver written notice to Buyer (the “"Protest Notice”) "), to the Buyer, setting forth any objections objections, and the basis therefor, which Sellers the Seller 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 Date Balance Sheet or the Closing Schedule, shall be included in Sellers’ Protest Notice and shall thereafter be included as part of the Final Inventory Value. The Any Protest Notice shall specify in reasonable detail the nature of any contested amounts and the basis therefor and shall include a schedule disagreement so asserted. Except for such items that are specifically disputed 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 DateNotice, the Final Inventory Value as amounts set forth on the Closing Date Balance Sheet and the Closing Schedule shall be final, binding . The failure of the Seller to deliver such Protest Notice within the prescribed time period will constitute the Seller's acceptance of the Closing Date Balance Sheet and non-appealable the Closing Schedule prepared and delivered by Sellersthe Buyer. If the Seller delivers a Protest Notice is delivered prior within the prescribed time period, then the Buyer and the Seller will use Reasonable Efforts to resolve any disagreements as to the Protest Datecomputation of the Closing Date Net Working Capital, any amounts not disputed therein within twenty (20) days after delivery of the Closing Date Balance Sheet and the Closing Schedule. Any undisputed amount due from the Buyer to the Seller or the Seller to the Buyer, as the case may be, (an "Interim Payment") shall be final, binding and non-appealable by Sellerspaid within five (5) Business Days after delivery of the Protest Notice.

Protest Notice. Upon receipt Within thirty (30) calendar days after delivery of the Actual Closing Schedule, Sellers will be given reasonable access upon reasonable Seller may deliver a written notice (the “Protest Notice”) to Buyer’s relevant books, records and personnel during business hours for Buyer of any disagreement that Seller may have as to the purpose of verifying the Final Inventory Value and the Actual Closing Schedule. Prior The Protest Notice shall specify those items or amounts with which Seller disagrees and shall set forth Seller’s calculation, based on such objections, of the Actual Closing Amount resulting therefrom. To the extent not set forth in the Protest Notice, Seller shall be deemed to have agreed with Xxxxx’s calculation of all items and amounts contained in the Actual Closing Schedule. If Seller fails to deliver a Protest Notice on or before the date which is thirty (30) calendar days after Buyer’s delivery of the Actual Closing Schedule (Schedule, the “Protest Date”), Sellers may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which Sellers may have Indebtedness outstanding as of immediately prior to the Closing Schedule. The sole permissible grounds for objection (provided that the Tax Liability Amount shall be that calculated as of the Final Inventory Value was not calculated in accordance with end of the requirements set forth in Section 2.4(aday on the Closing Date); provided, howeverTransaction Expenses, Net Working Capital, Cash, the Parties agree that any Non-Ventev In-Transit Inventory received by Buyer pursuant to Section 6.14(a) from and after CapEx Amount, the Closing2024 Bonus Obligation, 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 SIP Amount and the basis therefor and shall include a schedule Actual Closing Amount resulting therefrom, in the form of Schedule 2.4(a) setting forth Sellers’ determination of the Final Inventory Valueeach case, 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 Actual 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 SellersParties.

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 Within forty-five (3045) days after the Buyer’s delivery of the Closing Schedule (to the “Protest Date”)Holders Representative, Sellers the Holders Representative may deliver written notice to Buyer (the “Protest Notice”) setting forth to the Buyer of any objections objections, and the basis therefor, which Sellers the Holders Representative 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 Any Protest Notice shall specify in reasonable detail the nature of any contested amounts disagreement so asserted. The Buyer shall be permitted to review the supporting schedules, analyses, working papers and the basis therefor and shall include a schedule other documentation with respect to such Protest Notice. Except for such items that are specifically disputed 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 DateNotice, the Final Inventory Value as amounts set forth on the Closing Schedule shall be final, binding . The failure of the Holders Representative to deliver such Protest Notice within the prescribed time period will constitute the Sellers’ and non-appealable the Holders Representative’s irrevocable acceptance of the Closing Schedule prepared and delivered by Sellersthe Buyer. If the Holders Representative delivers a Protest Notice is delivered prior within the prescribed time period, then the Holders Representative and the Buyer will use reasonable efforts to resolve any disagreements as to the computation of any Consideration Component, as the case may be, within twenty (20) days after delivery of the Protest DateNotice. Any undisputed amount due from the Sellers to the Buyer or the Buyer to the Sellers, any amounts not disputed therein as the case may be (an “Interim Payment”), shall be finalpaid within five (5) Business Days after delivery of the Protest Notice, binding with such Interim Payment being made from the Purchase Price Adjustment Escrow Amount in the first instance and non-appealable by Sellersif such amount is insufficient to pay such excess amount in full the Buyer shall be entitled at its sole discretion to elect either (x) to request each of the Company Securityholder to pay in cash its Company Securityholder’s Indemnification Pro Rata Portion out of any remaining difference to the Buyer, and each Company Securityholder’s shall pay such amount within five (5) Business Days after such request; and (y) that that the Escrow Agent shall pay any remaining difference to the Buyer out of the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement.

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) 30 days after BuyerParent’s delivery of the Post-Closing Schedule Statement (the “Protest DateDeadline”), Sellers the Stockholders’ Representative may deliver written notice to Buyer Parent (the “Protest Notice”) setting forth any permitted objections which Sellers the Stockholders’ Representative may have to the Post-Closing ScheduleStatement. The sole permissible grounds for objection shall be that the Final Inventory Value was Net Working Capital, the Closing Date Cash, the Closing Date Transaction Expenses, and the Closing Date Indebtedness and/or any necessary adjustment to the Closing Merger Consideration in accordance with Section 1.8(b)(iv) set forth on the Post-Closing Statement were 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 Valuetheir respective definitions. 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 Sellersthe Stockholders’ Representative’s determination of the Final Inventory ValueNet Working Capital, including the value of ​ ​ any Non-Ventev In-Transit Inventory received after the Closing pursuant Date Cash, the Closing Date Transaction Expenses, the Closing Date Indebtedness and any necessary adjustment to the Closing Merger Consideration in accordance with Section 6.14(a1.8(b)(iv), if any. The Stockholders’ 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 DateDeadline, the Final Inventory Value Net Working Capital, the Closing Date Cash, the Closing Date Transaction Expenses, the Closing Date Indebtedness and any necessary adjustment to the Closing Merger Consideration in accordance with Section 1.8(b)(iv), as set forth on the Post-Closing Schedule Statement shall be final, binding and non-appealable by Sellersthe Stockholders’ Representative or the Stockholders (or their successors or assigns, as applicable). If a Protest Notice is delivered prior to the Protest DateDeadline, any such amounts not disputed therein shall be final, binding and non-appealable by Sellersthe Stockholders’ Representative and the Stockholders (or their successors or assigns, as applicable).