to Buyer. Buyer provides to Seller a refund of any extension fees that have been paid plus the portion of its Performance Assurance in the amount of the Collateral Requirement associated with such Designated System.
to Buyer. Unless and until Buyer shall give written notice to Seller, Custodian and Bank to the contrary, all written notices to Buyer shall be sent to Custodian. For informational purposes, Buyer's address is as follows: 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of ________________. Buyer's telephone is as follows: ______________.
to Buyer. If Buyer terminates this contract in accordance with any of Buyer’s rights to terminate, Seller will, within five (5) days after receipt of Buyer’s termination notice, authorize Title Company to deliver the Xxxxxxx Money to Buyer, less $100, which will be paid to Seller as consideration for the right granted by Seller to Buyer to terminate this contract.
to Buyer. The Proposed Overall Allocation shall not include the Milestone Payment. If Buyer disagrees with the Proposed Overall Allocation, Buyer shall deliver a notice (“Buyer’s Overall Allocation Notice”) to Seller within ten (10) days of receipt of the Proposed Overall Allocation specifying the amount Buyer contends should be allocated to each of the three items above and the reason(s) for such disagreement, and Xxxxx’s proposed alternative allocation. Buyer and Seller shall negotiate in good faith to reach agreement on the disputed items or amounts in order to determine the overall allocation under this Section 2.06. If Buyer and Seller are unable to reach an agreement within ten (10) days after Xxxxxx’s receipt of Buyer’s Overall Allocation Notice, the matters remaining in dispute shall be submitted to an Independent Expert to be engaged pursuant to an engagement letter among Buyer, Seller and the Independent Expert, with the costs of such Independent Expert to be split equally by Xxxxx and Seller. Buyer and Seller shall each request that the Independent Expert make a final determination as to the disputed items within ten (10) days after such submission, with the Independent Expert acting as an expert and not as an arbitrator. (b) Together with the Proposed Overall Allocation, Seller shall deliver to Buyer a proposed allocation of the portion of the Purchase Price (including other amounts treated as consideration for Income Tax purposes, but excluding any Milestone Payment) allocated to the Transferred Assets under Section 2.06(a) among the Transferred Assets in a manner consistent with Section 1060 of the Code (the “Seller’s Draft Allocation”). If Buyer disagrees with the Seller’s Draft Allocation, Buyer shall deliver a notice (the “Buyer’s Allocation Notice”) to Seller within thirty (30) days of receipt of the Seller’s Draft Allocation specifying the items as to which Buyer disagrees with the Seller’s Draft Allocation, the reasons for such disagreement, and Xxxxx’s proposed allocation of the portion of the Purchase Price among the Transferred Assets. Buyer and Seller shall negotiate in good faith to reach agreement on the disputed items or amounts in order to determine the allocation under this Section 2.06(b). If Buyer and Seller are unable to reach an agreement within ten (10) days from Seller’s receipt of the Buyer’s Allocation Notice, the matters remaining in dispute shall be submitted to an Independent Expert to be engaged pursuant to an engagement lett...
to Buyer. Seller shall provide to Buyer a copy of the notification from U.S. Government or provide notice to Buyer upon Seller’s discovery of a spillage, as described in regulation subsection (k).
to Buyer. Buyer provides to Seller a refund from previously posted Performance Assurance in the amount of the Collateral Requirement associated with such Designated System.
to Buyer. (b) Seller and Buyer shall execute and deliver a settlement statement (herein called the "PRELIMINARY SETTLEMENT STATEMENT") prepared by Seller and furnished to Buyer no less than seven (7) days prior to the Scheduled Closing Date) that shall set forth the Closing Amount (as hereinafter defined) and each adjustment and the calculation of such adjustments used to determine such amount. The term "
to Buyer. If Buyer terminates this Agreement in accordance with any of Buyer’s rights to terminate, save and except for Seller’s Default, Seller shall be entitled and shall receive the Xxxxxxx Money pursuant to the terms and conditions herein.
to Buyer. Vaxstar LLC Xxx 000 Xxxxxxx Xx 00000 TO SELLER: XxxxxXxxxxxxx.xxx Corp. 000 Xxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 Any change in the above addresses shall be deemed effective if made in accordance with this article.
to Buyer. In the event Seller reasonably and in good faith disputes the audit results consistent with Section 3.3.1, and the Parties are unable to agree as to the auditor's report, the procedures of Section 19.2 shall be implemented.
