Seller Review Period definition

Seller Review Period has the meaning set forth in Section 2.2(d).
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Seller Review Period means a period commencing on the date on which the Purchaser has notified the Seller in writing or the Seller has otherwise reasonably determined that an event has occurred that would preclude the Purchaser from satisfying the closing condition required under Section 3.01(d)(i) or (iv) and ending on the date that is thirty (30) days following such notice or determination.
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Seller Review Period the meaning set forth in Section 1.3(c). SRO: a Self Regulatory Organization registered under the Exchange Act, including the NYSE and the NASD.
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Examples of Seller Review Period in a sentence

  • If the Seller does not deliver a Seller Objection Notice within the Seller Review Period, the 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 the Purchaser, the Parent and the Seller.

  • 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 Net Capital Statement and the items and amounts reflected thereon shall be final and binding upon Purchaser and Seller.

  • Notwithstanding the foregoing, if the last day of the Review Period is not a Business Day, then, for purposes of this Section 2.5, the last day of the Seller Review Period shall be the next succeeding Business Day.

  • 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.

  • If Seller in good faith disagrees with Purchaser’s determination of Closing Net Assets, Seller may deliver to Purchaser, prior to the expiration of the Seller Review Period, a notice (the “Seller Objection Notice”) setting forth in reasonable detail (i) the items or amounts with which Seller disagrees and the basis for such disagreement and (ii) Seller’s proposed corrections to the Closing Net Assets Statement (collectively, the “Seller Objection”).

  • If the Seller Representative disagrees with the determination of Net Sales or Operating Profit Margin as calculated from the Year 2000 Financial Statements on or before the Seller Review Period expires, the Seller Representative will notify Buyer of the matters with which it disagrees on or before the Seller Review Period expires, and the parties will use their best efforts to resolve any differences promptly.

  • Upon receipt of the Environmental Notice, Seller shall have up to seven calendar days (the "Seller Review Period") to provide Buyer with the Seller's Environmental Remedial Costs or to notify Buyer that it does not have any objections to the Environmental Remedial Costs.

  • The failure of the Seller to provide the Seller's Environmental Remedial Costs or notification by Seller to Buyer of no objection to the Environmental Remedial Costs by the end of the Seller Review Period shall be deemed an agreement by the Seller to the Environmental Remedial Costs and an election by the Seller to have funds deposited under the Escrow Agreement in accordance with the terms set forth in Section 2.6(b) of this Agreement.

  • In the event Seller Representative disputes any item or amount on the Preliminary Working Capital Statement, Seller Representative shall deliver to Buyer, on or prior to the expiration of the Seller Review Period, (A) a written list of objections to the Preliminary Working Capital Statement, (B) the basis for each objection and (C) Seller Representative’s proposed corrections to the Preliminary Working Capital Statement (the “Objection Notice”).

  • Buyer and Seller Representative shall be deemed to have agreed with all items and amounts contained in the Preliminary Working Capital Statement as to which no Objection Notice is delivered or as to the entire Preliminary Working Capital Statement if no Objection Notice has been delivered by Seller Representative to Buyer prior to the expiration of the Seller Review Period.


More Definitions of Seller Review Period

Seller Review Period has the meaning set forth in Section 2.2(d). "SGS" has the meaning set forth in Section 8.5. "SOFTWARE LICENSE AGREEMENT" has the meaning set forth in Section 9.2. "SUBJECT BUSINESS" has the meaning set forth in the recitals. "TAX RETURNS" means returns, reports, statements, declarations, forms and information statements with respect to Taxes, including any schedule or attachment thereto, required to be submitted to or be filed with the IRS or any other federal, foreign, state, local or provincial taxing authority, domestic or foreign. "TAXES" or "TAX," as applicable, means taxes, fees, assessments, levies, duties, tariffs, imports, and governmental impositions or charges of any kind in the nature of (or similar to) taxes, payable to any federal, state, local or foreign taxing authority whether or not disputed, including without limitation (a) income (including whether or not based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits), franchise, profits, gains, gross receipts, excise, sales, use, ad valorem, transfer, net worth, value added, license, withholding, payroll, employment, social security (or similar), workers' compensation, unemployment compensation, environmental, utility, excise, severance, production, stamp, occupation, premium, customs duties, property or windfall profits, alternative or add-on minimum taxes, or any other tax of any kind whatsoever, together with all interest and penalties, additions to tax and other additional amounts imposed by any taxing authority (domestic or foreign), and (b) any liability for the payment of any amount of the type described in the immediately preceding clause (a) as a result of (1) being a "transferee" within the meaning of Section 6901 of the Code or any other applicable Law, (2) being a member of an affiliated or combined group within the meaning of the Code or any other applicable Law or (3) any contractual obligation. "THIRD PARTY CLAIM" means any claim brought by a Person who is not a party to this Agreement. "THIRD PARTY INTELLECTUAL PROPERTY RIGHTS" has the meaning set forth in Section 3.12(a). 7 <PAGE> "TRANSACTION SERVICES" shall mean the business of providing transaction processing solutions for consumer-to-business, business-to-business, and person-to-person electronic commerce for third parties. "TRANSFERRED CUSTOMERS" has the meaning set forth in Section 9.4. "TRANSFERRED CLAIMS" has the meaning set forth in Section...
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Seller Review Period is defined in Section 2.4.2.
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Seller Review Period shall have the meaning set forth in Section 1.7(c).
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Seller Review Period shall have the meaning set forth in Section 2.8.
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Related to Seller Review Period

  • Review Period has the meaning set forth in Section 2.04(c)(i).

  • Title Review Period shall have the meaning set forth in Section 4.3.

  • Inspection Period means the period beginning on the Effective Date and expiring at 5:00 p.m. eastern time on the forty-fifth day after the Effective Date.

  • Seller’s Notice has the meaning set forth in Section 8.5(a).

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Dispute Period shall have the meaning specified in Section 9.3(a).

  • Study Period means the period commencing at 9:00 a.m. on the date hereof, and continuing through 5:00 p.m. on the Closing Date.

  • Objection Period has the meaning set forth in Section 2.4(d).

  • Dispute Notice means a written notice served by one Party on the other stating that the Party serving the notice believes that there is a Dispute;

  • Due Diligence Period has the meaning set forth in Section 4.1(a).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Xxxx Dispute Notice means the notice issued by a Party raising a Dispute regarding a Monthly Xxxx or a Supplementary Xxxx issued by the other Party;

  • Settlement Statement has the meaning set forth in Section 3.2(a).

  • Objections Statement has the meaning set forth in Section 1.02(d).

  • Defects Notification Period means the period for notifying defects in the Works or a Section (as the case may be) under Sub-Clause 11.1 [Completion of Outstanding Work and Remedying Defects], which extends over 365 days except if otherwise stated in the SCC (with any extension under Sub-Clause 11.3 [Extension of Defects Notification Period]), calculated from the date on which the Works or Section is completed as certified under Sub-Clause 10.1[Taking Over of the Works and Sections].

  • Seller Representative means Xxxxx Bank.

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Title Defect Notice shall have the meaning set forth in Section 11.2(a).

  • Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.

  • Closing Statement has the meaning set forth in Section 2.5(a).

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Buyer’s Representatives has the meaning set forth in Section 6.02.