Examples of Seller Objection Notice in a sentence
If Seller delivers a Seller Objection Notice within such five (5) business day period, Escrow Agent shall continue to hold the Deposit until otherwise directed by either (i) joint written instructions from Purchaser and Seller or (ii) a court order binding on the Escrow Agent which has not been stayed or vacated before disbursement of the Deposit.
If the Seller does not provide a Seller Objection Notice to the Buyer within such 10 Business Day period, the Allocation shall be final and binding on the Parties.
With respect to each disputed item, such decision, if not in accordance with the position of either Buyer or Seller, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Seller in the Seller Objection Notice or Buyer in the Buyer Objection Notice with respect to such disputed item.
In performing their review, the Accountants shall apply the Balance Sheet Principles and determine the accurate application of the Balance Sheet Principles to only those items or amounts in the Closing Net Capital Statement and the calculation of Closing Net Capital as to which Seller has, in the Seller Objection Notice, disagreed.
If a Seller Objection Notice is properly and timely delivered, Purchaser and Seller shall use good faith efforts to resolve their differences with respect to the Seller Objection within 30 calendar days after Purchaser’s receipt of the Seller Objection Notice.
If Seller does not deliver a Seller Objection Notice within the Seller Review Period, Seller shall be deemed to agree in all respects with the Closing Date Balance Sheet and the Closing Working Capital Statement and the items and amounts reflected thereon shall be final and binding upon Purchaser and Seller.
Buyer shall have ten (10) Business Days or until the Closing Date, whichever occurs first, to give written notice to Seller ("Objection Notice") disapproving any items contained in the Supplemental Report and identifying the items disapproved in Buyer's sole discretion.
Despite the timely delivery of a Seller Objection Notice, the Purchaser, on the one hand, and the Parent and the Seller on the other hand, as applicable, shall make any and all payments as to amounts not in dispute required by Section 1.4(e) prior to the resolution of the Seller Objection pursuant to Section 1.4(c).
The Accountants shall be instructed to render their decision in accordance with the terms of this Agreement and GAAP (as modified in accordance with the illustration set forth in Exhibit 1.4(a)) and shall consider only those items or amounts on the Closing Date Balance Sheet and/or in the Closing Working Capital Statement as to which Seller has, in the Seller Objection Notice, disagreed and such other issues as may reasonably be affected by the items as to which Seller has so disagreed.
In the event Buyer disputes Seller’s calculation of Net Sales as set forth in such Seller Objection Notice within 30 days after receipt of such notice, Buyer will so notify Seller in writing (the “Buyer Objection Notice”) within such 30 day period and the Parties will attempt thereafter to resolve such dispute amicably and, if they cannot do so, they will (unless the Parties mutually agree to continue their efforts to resolve such dispute) submit the dispute for resolution by the Accountants.