Acceptance; Failure to Respond Sample Clauses

Acceptance; Failure to Respond. If the Seller does not disagree with the Purchaser’s Closing Statement, the Seller shall deliver a written statement to the Purchaser within such sixty (60) day period accepting the Closing Statement (an “Acceptance Notice”), in which case the Purchaser’s determination of the Net Working Capital as of the Closing Date as shown on the Closing Statement shall be final and binding on the parties, effective as of the date on which the Purchaser receives the Acceptance Notice. If the Seller does not deliver a Dispute Notice or an Acceptance Notice within such sixty (60) day period, then the Purchaser’s determination of the Net Working Capital as of the Closing Date as shown on the Closing Statement shall be final and binding on the parties, effective as of the first Business Day after the expiration of such sixty (60) day review period.
Sample 1See All (5)
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Acceptance; Failure to Respond. If the Buyer does not take exception with any of the items contained in the Initial Net Asset Statement, the Buyer shall deliver a written statement to the Seller within the Net Asset Review Period accepting the Initial Net Asset Statement (an "Net Asset Acceptance Notice"), in which case the Seller's determination of the Net Assets as of the Closing Date as shown on the Initial Net Asset Statement shall be final and binding on the parties, effective as of the date on which the Seller receives the Net Asset Acceptance Notice. If the Buyer does not deliver a notice of Net Asset Proposed Adjustments or an Net Asset Acceptance Notice within the Net Asset Review Period, then the Seller's determination of the Net Assets as of the Closing Date as shown on the Initial Net Asset Statement shall be final and binding on the parties, effective as of the first business day after the expiration of the Net Asset Review Period.
Sample 1
Acceptance; Failure to Respond. If the Buyer does not take exception with any of the items contained in the Initial Net Cash Statement, the Buyer shall deliver a written statement to the Seller within the Net Cash Review Period accepting the Initial Net Cash Statement (a "Net Cash Acceptance Notice"), in which case the Seller's determination of the Net Cash as of the Closing Date as shown on the Initial Net Cash Statement shall be final and binding on the parties, effective as of the date on which the Seller receives the Net Cash Acceptance Notice. If the Buyer does not deliver a notice of Net Cash Proposed Adjustments or a Net Cash Acceptance Notice within the Net Cash Review Period, then the Seller's determination of the Net Cash of the Closing Date as shown on the Initial Net Cash Statement shall be final and binding on the parties, effective as of the first business day after the expiration of the Net Cash Review Period.
Sample 1
Acceptance; Failure to Respond. If the Stockholder Representative does not disagree with the Net Assets Statement, the Stockholder Representative shall deliver a written statement to the Buyer within the Review Period accepting the Net Assets Statement (an “Acceptance Notice”), in which case the Buyer’s determination of the Net Assets as of the Closing Date as shown on the Net Assets Statement shall be final and binding on the parties, effective as of the date on which the Buyer receives the Acceptance Notice. If the Stockholder Representative does not deliver a Net Assets Dispute Notice or an Acceptance Notice within the Review Period, then the Buyer’s determination of the Net Assets as of the Closing Date as shown on the Net Assets Statement shall be final and binding on the parties, effective as of the first Business Day after the expiration of the Review Period.
Sample 1
Acceptance; Failure to Respond. If the Parent does not disagree with the Closing Statement, the Parent (on behalf of the Sellers) shall deliver a written statement to the Purchaser within such ninety (90) day period accepting the Closing Statement (an “Acceptance Notice”), in which case the Purchaser’s determination of the Closing Date Net Working Capital as shown on the Closing Statement shall be final and binding on the parties, effective as of the date on which the Purchaser receives the Acceptance Notice. If the Parent does not deliver a Dispute Notice or an Acceptance Notice within such ninety (90) day period, then the Purchaser’s determination of the Closing Date Net Working Capital as shown on the Closing Statement shall be final and binding on the parties, effective as of the first Business Day after the expiration of such ninety (90) day review period.
Sample 1
Acceptance; Failure to Respond. If Purchaser does not disagree with Seller's Final Statement, Purchaser shall deliver a written statement to Seller within the Review Period accepting Seller's Final Statement (an "Acceptance Notice"), in which case Seller's determination of the Net Working Capital of all portions of the Business other than the German Business as of the Closing Date as shown on Seller's Final Statement shall be final and binding on the parties, effective as of the date on which Seller receives the Acceptance Notice. If Purchaser does not deliver a Dispute Notice or an Acceptance Notice within the Review Period, then Seller's determination of the Net Working Capital of all portions of the Business other than the German Business as of the Closing Date as shown on Seller's Final Statement shall be final and binding on the parties, effective as of the first business day after the expiration of the Review Period.
Sample 1
Acceptance; Failure to Respond. If Purchaser does not disagree with Seller's German Final Statement, Purchaser shall deliver a written statement to Seller within the German Review Period accepting Seller's German Final Statement (a "German Acceptance Notice"), in which case Seller's determination of the Net Working Capital of the German Business as of the German Closing Date as shown on Seller's German Final Statement shall be final and binding on the parties, effective as of the date on which Seller receives the German Acceptance Notice. If Purchaser does not deliver a German Dispute Notice or a German Acceptance Notice within the German Review Period, then Seller's determination of the Net Working Capital of the German Business as of the German Closing Date as shown on Seller's German Final Statement shall be final and binding on the parties, effective as of the first business day after the expiration of the German Review Period.
Sample 1
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Acceptance; Failure to Respond. If Platinum does not disagree with Purchaser’s Statement, Platinum shall deliver a written statement to Black Box within such ninety (90) period accepting Purchaser’s Statement (an “Acceptance Notice”), in which case Black Box’s determination of the Equity Book Value as of the Closing Date as shown on Purchaser’s Statement shall be final and binding on the parties, effective as of the date on which Black Box receives the Acceptance Notice. If Platinum does not deliver a Dispute Notice or an Acceptance Notice within such ninety (90) period, then Black Box’s determination of the Equity Book Value as of the Closing Date as shown on Purchaser’s Statement shall be final and binding on the parties, effective as of the first business day after the expiration of such ninety (90) day period.
Sample 1
Acceptance; Failure to Respond. If the Purchaser does not deliver a notice disagreeing with the Liquidator's statement within five Business Days of receiving the statements in subsections (a) or (b) above, then the Liquidator's statement shall be final and binding on the Parties.
Sample 1

Related to Acceptance; Failure to Respond

  • Failure to Respond If you fail to respond by the date given above, your application will be refused under Section 3A(4)(a) of the Registered Designs Act 1949.

  • Settlement without Consent if Failure to Reimburse If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

  • Borrower’s Failure to Notify If the Borrower fails to give notice pursuant to Section 1.6(a) above of the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar Loans before the last day of its then current Interest Period within the period required by Section 1.6(a) and such Borrowing is not prepaid in accordance with Section 1.8(a), the Borrower shall be deemed to have given the notice three (3) Business Days prior to the end of the then current Interest Period and such Borrowing shall automatically be continued as a Borrowing of a Eurodollar Loan with a one (1) month Interest Period; provided that all Lenders are able to accommodate such one (1) month Interest Period and such Eurodollar Loan shall be subject to the funding indemnity set forth in Section 1.11 hereof in the event it is prepaid prior to the end of the Interest Period. In the event the Borrower fails to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has not notified the Administrative Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit (or at the option of the Swing Line Lender under the Swing Line) on such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied to pay the Reimbursement Obligation then due.

  • Failure to Notify If Contractor fails to specify in writing any problem or circumstance that materially affects the costs of its delivery of services or products, including a material breach by the Department, about which Contractor knew or reasonably should have known with respect to the period during the term covered by Contractor's status report, Contractor shall not be entitled to rely upon such problem or circumstance as a purported justification for an increase in the price for the agreed upon scope.

  • Effect of Failure to Deliver Timely Interest Election Request and Events of Default on Interest Election If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing: (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing (and any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective) and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

  • Failure to Elect; Events of Default If the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, (i) if such Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to a Syndicated Eurocurrency Borrowing of the same Class having an Interest Period of one month, and (ii) if such Borrowing is denominated in a Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, (i) any Eurocurrency Borrowing denominated in Dollars shall, at the end of the applicable Interest Period for such Eurocurrency Borrowing, be automatically converted to an ABR Borrowing and (ii) any Eurocurrency Borrowing denominated in a Foreign Currency shall not have an Interest Period of more than one month’s duration.

  • Termination for Failure to Close This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7, 2016; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

  • Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Debenture with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Debenture as required pursuant to the terms hereof.

  • Effect of Failure or Delay in Requesting Compensation Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 5.01 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

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