Common use of Protest Notice Clause in Contracts

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. Prior to the date which is 60 Within thirty (30) days after ParentPurchaser’s delivery of the Closing Date Balance Sheet and the Post-Closing Statement to the Seller Representative (the “Protest DeadlineReview Period”), the Shareholders’ Seller Representative may deliver written notice to Parent (the “Protest Notice”) setting to Purchaser of any objections to the calculations in determining the amounts set forth any permissible (as per in the following sentence) objections which the Shareholders’ Representative may have to Closing Date Balance Sheet or 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 Any Protest Notice shall specify in reasonable detail any contested amounts and such disputed calculations. Purchaser shall be permitted to review 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)work papers, 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 prepared by the Seller Representative’s accountants to the bases of extent relating to the calculations contained Protest Notice. Except for such items that are specifically disputed in the Protest Notice. If a Protest Notice is not delivered to Parent prior to the Protest Deadline, the Additional Liabilities, Excess Liabilities, amounts set forth on the Closing Date Cash, the Closing Date Indebtedness, the Closing Date Transaction Expenses Balance Sheet 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, conclusive and binding and non-appealable by on the Shareholders’ Parties. The failure of the Seller Representative or the Shareholders and Optionholders. If a to deliver such Protest Notice is within the Review Period will constitute the Sellers’ and the Seller Representative’s irrevocable acceptance of the Closing Date Balance Sheet and the Post-Closing Statement prepared and delivered prior to by Purchaser, and the Protest Deadline, any such amounts not disputed calculation of ND/WC Purchaser Common Shares set forth therein shall be final, conclusive and binding and non-appealable by on the Shareholders’ Parties. If the Seller Representative delivers a Protest Notice within the prescribed time period, then the Seller Representative and Purchaser will use commercially reasonable efforts to resolve any disagreements within twenty (20) days after delivery of the Shareholders Protest Notice. During the Review Period, the Seller Representative and Optionholdersits accountants shall have reasonable access to the books and records of the Company and its Subsidiaries and their respective personnel, and to work papers prepared by Purchaser and/or Purchaser’s accountants to the extent that they relate to the Closing Date Balance Sheet and/or the Post-Closing Statement and to such historical financial information (to the extent in Purchaser’s possession) relating to the Closing Date Balance Sheet and/or Post-Closing Statement as the Seller Representative may reasonably request for the purpose of reviewing the Closing Date Balance Sheet and/or Post-Closing Statement and to prepare a Protest Notice; provided, that such access shall be in a manner that does not interfere with the normal business operations of Purchaser or the Company.

Protest Notice. Prior to the date which is 60 30 days after Parent’s delivery of the Post-Closing Statement (the “Protest Deadline”), the ShareholdersStockholders’ Representative may deliver written notice to Parent (the “Protest Notice”) setting forth any permissible (as per the following sentence) permitted objections which the ShareholdersStockholders’ Representative may have to the Post-Closing Statement. The sole permissible grounds for objection shall be that the Additional Liabilities, Excess LiabilitiesNet Working Capital, 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 Agreementdefinitions. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the ShareholdersStockholders’ Representative’s determination of the Additional Liabilities, Excess LiabilitiesNet Working Capital, 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 ShareholdersStockholders’ 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 LiabilitiesNet Working Capital, 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 ShareholdersStockholders’ Representative or the Shareholders Stockholders 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 ShareholdersStockholders’ Representative and the Shareholders Stockholders and Optionholders.. 34

Protest Notice. Prior to the date which that is 60 days five (5) Business Days after Parentthe Acquiror’s delivery receipt of the Post-XxXxxxx Closing Statement Equity Value Notice (the “Protest Deadline”), the Shareholders’ Representative Acquiror may deliver written notice to Parent the XxXxxxx Companies (the “Protest Notice”) setting forth any permissible (as per objections that the following sentence) objections which the Shareholders’ Representative Acquiror may have to the Post-XxXxxxx 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 AgreementEquity Value Notice. The Protest Notice shall specify in reasonable detail any contested amounts and and, to the extent known, the basis therefor and shall include a schedule setting forth the Shareholders’ RepresentativeAcquiror’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 NoticeXxXxxxx Equity Value. If a Protest Notice is not delivered to Parent prior to the Protest Deadline, then the Additional Liabilities, Excess LiabilitiesUnpaid Acquiror Expenses, the Closing Date CashUnpaid XxXxxxx Company Expenses, the Closing Date IndebtednessSpecified Cash Amount, the Closing Date Transaction Expenses Minimum Cash Amount, the XxXxxxx I Equity Value, the XxXxxxx II Equity Value, 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 XxXxxxx Equity Value shall be final, binding and non-appealable by the Shareholders’ Representative Acquiror or the Shareholders and OptionholdersXxXxxxx Companies. 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 Acquiror or the ShareholdersXxXxxxx Companies. After delivery of the XxXxxxx Closing Equity Value Notice, the XxXxxxx Companies shall, and shall cause its officers, employees, consultants, accountants and agents to, (i) cooperate with Acquiror and its accountants in connection with its review or preparation (as applicable) of the XxXxxxx Closing Equity Value Notice and Protest Notice and (ii) give Acquiror and its accountants reasonable access upon reasonable notice to the XxXxxxx Companies’ Representative relevant books, records, work papers and personnel during business hours for the Shareholders purpose of verifying the XxXxxxx Closing Equity Value Notice and Optionholderspreparing the Protest Notice.

Protest Notice. Prior to the date which is 60 Within forty-five (45) days after Parentthe Buyer’s delivery of the Post-Closing Statement (Schedule to the “Protest Deadline”)Holders Representative, the Shareholders’ Holders Representative may deliver written notice to Parent (the “Protest Notice”) setting forth to the Buyer of any permissible (as per objections, and the following sentence) objections basis therefor, which the Shareholders’ Holders Representative may have to the Post-Closing StatementSchedule. 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 Any Protest Notice shall specify in reasonable detail the nature of 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 anydisagreement so asserted. The Shareholders’ Representative Buyer shall supply such additional information be permitted to review the supporting schedules, analyses, working papers and respond to such inquiries, in each case, as Parent may reasonably request other documentation with respect to the bases of the calculations contained such Protest Notice. Except for such items that are specifically disputed in the Protest Notice, the amounts set forth the Closing Schedule shall be final. The failure of the Holders Representative to deliver such Protest Notice within the prescribed time period will constitute the Sellers’ and the Holders Representative’s irrevocable acceptance of the Closing Schedule prepared and delivered by the Buyer. If the Holders Representative delivers a Protest Notice is not delivered within the prescribed time period, then the Holders Representative and the Buyer will use reasonable efforts to Parent prior 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 Deadline, Notice. Any undisputed amount due from the Additional Liabilities, Excess Liabilities, the Closing Date Cash, the Closing Date Indebtedness, the Closing Date Transaction Expenses and any necessary adjustment Sellers to the Closing Merger Consideration Buyer or the Buyer to the Sellers, as the case may be (an “Interim Payment”), shall be paid within five (5) Business Days after delivery of the Protest Notice, with such Interim Payment being made from the Purchase Price Adjustment Escrow Amount in the first instance and if 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 Section 2.11(b)(ivthe terms of the Escrow Agreement. (d), 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. Prior to the date which is 60 30 days after Parent’s delivery of the Post-Closing Statement (the “Protest Deadline”), the ShareholdersStockholders’ Representative may deliver written notice to Parent (the “Protest Notice”) setting forth any permissible (as per the following sentence) permitted objections which the ShareholdersStockholders’ Representative may have to the Post-Closing Statement. The sole permissible grounds for objection shall be that the Additional Liabilities, Excess LiabilitiesNet Working Capital, the Closing Date Cash, the Closing Date IndebtednessTransaction Expenses, and the Closing Date Transaction Expenses Indebtedness and/or any necessary adjustment to the Closing Merger Consideration in accordance with Section 2.11(b)(iv1.8(b)(iv) set forth on the Post-Closing Statement were not calculated in accordance with their respective definitions or the other terms of this Agreementdefinitions. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the ShareholdersStockholders’ Representative’s determination of the Additional Liabilities, Excess LiabilitiesNet Working Capital, the Closing Date Cash, the Closing Date IndebtednessTransaction Expenses, the Closing Date Transaction Expenses Indebtedness and any necessary adjustment to the Closing Merger Consideration in accordance with Section 2.11(b)(iv1.8(b)(iv), if any. The ShareholdersStockholders’ 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 LiabilitiesNet Working Capital, the Closing Date Cash, the Closing Date IndebtednessTransaction Expenses, the Closing Date Transaction Expenses Indebtedness and any necessary adjustment to the Closing Merger Consideration in accordance with Section 2.11(b)(iv1.8(b)(iv), as set forth on the Post-Closing Statement shall be final, binding and non-appealable by the ShareholdersStockholders’ Representative or the Shareholders and OptionholdersStockholders (or their successors or assigns, as applicable). 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 ShareholdersStockholders’ Representative and the Shareholders and OptionholdersStockholders (or their successors or assigns, as applicable).