Representative Objection Clause Samples

Representative Objection. The Representative shall, within 10 calendar days after delivery of the Earnout Notice, deliver to Acquiror in writing any objection thereto. Any such objection shall be in reasonable detail and include the specific component or components of Acquiror’s earnout calculation or proposed set off in dispute. To the extent not specifically and expressly disputed in a timely manner, Acquiror’s earnout calculation and proposed set off shall be conclusive and binding on the Representative and the Effective Time Holders. If the Representative objects in writing to Acquiror’s earnout calculation or proposed set off prior to the expiration of such 10 calendar day period, no portion of the First Booking Earnout or Subsequent Booking Earnout, as the case may be, shall be distributed to the Effective Time Holders or set off against by Acquiror, and Acquiror and the Representative shall resolve such conflict in accordance with the procedures set forth in Section 12.8 for Contested Claims (as defined in Section 12.8).