Examples of Parent Objection Notice in a sentence
The Accountants shall consider only those items or amounts in the Closing Working Capital Statement as to which the Parent has, in the Parent Objection Notice, disagreed and such other issues as may reasonably be affected by the items to which the Parent has so disagreed.
If the Parent does not deliver a Parent Objection Notice within the Parent Review Period, the Parent shall be deemed to agree in all respects with the Closing Working Capital Statement and the items and amounts reflected thereon shall be final and binding upon the Purchaser and the Parent.
Such Parent Objection Notice must describe the grounds for such objection in reasonable detail.
If the Parent in good faith disagrees with the Purchaser's determination of Closing Working Capital, the Parent may deliver to the Purchaser, prior to the expiration of the Parent Review Period, a notice (the "Parent Objection Notice") setting forth in reasonable detail (i) the items or amounts with which the Parent disagrees and the basis for such disagreement and (ii) the Parent's proposed corrections to the Closing Working Capital Statement (collectively, the "Parent Objection").
If a Parent Objection Notice is not delivered by Parent to the Shareholders’ Representative within 30 days after delivery by the Shareholders’ Representative of the Shareholders’ Representative Certificate (the “Parent Objection Period”), such failure to so object shall be an irrevocable acknowledgment by Parent that the applicable Company Indemnified Person(s) are entitled to indemnification under Section 7.1A for the full amount of the Losses set forth in such Shareholders’ Representative Certificate.
If Parent shall object in writing to any claim or claims by the Shareholders’ Representative made in any Shareholders’ Representative Certificate, the Shareholders’ Representative shall have thirty days after its receipt of the Parent Objection Notice to respond in a written statement to such objection (such 30-day period, the “Shareholders’ Representative Response Period”).
If the Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of a Parent Objection Notice, furnished to the Escrow Agent.
In no event shall the Accountants' determination result in Closing Working Capital that is greater than that set forth in the Parent Objection Notice or less than that set forth in the Closing Working Capital Statement.
In no event shall the Accountants’ determination result in Closing Working Capital that is greater than that set forth in the Parent Objection Notice or less than that set forth in the Closing Working Capital Statement.
Failure by Parent to object to a Claim and deliver a Parent Objection Notice to the Shareholder Representative during the twenty (20) calendar days following receipt of a Claim Notice shall be deemed to be acceptance by Parent of the amount of the Claim set forth in the Claim Notice, which shall be deemed to be correct, conclusive, final and binding on Parent and the Surviving Entity.