After Seller Sample Clauses

After Seller accepts Buyer’s purchase order by mailing Seller’s written acknowledgement, Buyer shall not be entitled to cancel or terminate all or any portion of the Contract except upon Buyer’s payment of cancellation charges equal to (a) all costs and commitments that Seller has then made or incurred plus (b) Seller’s usual profit thereon. Such cancellation charges shall be paid to Seller in cash within ten days after written demand by Seller. Seller may cancel or terminate all or part of the Contract arising from or evidenced by this document immediately upon the happening of any of the following: Buyer’s material delinquency of any of its obligations hereunder or with respect to any other order or transaction with Seller; the insolvency of Buyer; the appointment of a receiver under Title 11 U.S.C., as amended (the “Bankruptcy Code”), or the commencement of a case under any chapter of the Bankruptcy Code for, by or against Buyer; Buyer’s suspension or termination of business or assignment for the benefit of creditors; or any event, whether or not similar to the foregoing, which in Seller’s good faith belief materially impairs the prospect of payment or performance by Buyer hereunder. Seller’s rights to cancel or terminate set forth herein may be exercised by Seller without liability.
Sample 1
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After Seller accepts Buyer’s purchase order by mailing Seller’s written acknowledgement, Buyer shall not be entitled to cancel or terminate all or any portion of the purchase contract except upon Buyer’s payment of cancellation charges equal to (a) all costs and commitments that Seller has then made or incurred plus (b) Seller’s usual profit thereon. Such cancellation charges shall be paid to Seller in cash within ten days after written demand by Seller.
Sample 1
After Seller has prepared the Closing Balance Sheet, Seller will provide a copy along with its calculation of Net Asset Value to Buyer and Buyer's auditors. Buyer's auditors shall audit the Closing Balance Sheet and deliver a copy thereof, along with their calculation of Net Asset Value to Buyer and Seller. If either party disagrees with such audited Closing Balance Sheet and determination of the Net Asset Value, such party shall deliver written notice thereof (an "Objection Notice") to the other party within ten (10) days after receipt of the audited Closing Balance Sheet and calculation of Net Asset Value. If neither party so delivers an Objection Notice, then the audited Closing Balance Sheet and determination of Net Asset Value shall be binding on Seller and Buyer. Buyer and Seller shall make a good faith effort to resolve any dispute within ten (10) business days. To the extent that the parties do not reach agreement, Seller and Buyer shall submit the dispute to "big five" public accounting firm (other than Buyer's auditors and Seller's auditors) jointly selected by the Seller and the Buyer (the "Independent Auditor"); if the parties cannot so jointly select the Independent Auditor within five (5) business days after the expiration of the ten (10) day period referred to above, the Buyer and the Seller each may exclude one of the remaining "big five" firms and the remaining firm shall be the Independent Auditor.
Sample 1

Related to After Seller

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • The Transferor 5.1 warrants to the Transferee that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so;

  • Sellers’ Representative (a) Each of the Sellers hereby appoints Xxxx Xxxxx as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative.

  • Purchasing Entities This Participating Addendum may be used by (a) all departments, offices, institutions, and other agencies of the State of Vermont and counties (each a “State Purchaser”) according to the process for ordering and other restrictions applicable to State Purchasers set forth herein; and (b) political subdivisions of the State of Vermont and any institution of higher education chartered in Vermont and accredited or holding a certificate of approval from the State Board of Education as authorized under 29 V.S.A. § 902 (each an “Additional Purchaser”). Issues concerning interpretation and eligibility for participation are solely within the authority of the State of Vermont Chief Procurement Officer. The State of Vermont and its officers and employees shall have no responsibility or liability for Additional Purchasers. Each Additional Purchaser is to make its own determination whether this Participating Addendum and the Master Agreement are consistent with its procurement policies and regulations. ATTACHMENT B – PAYMENT PROVISIONS The maximum dollar amount payable under this contract is not intended as any form of a guaranteed amount. The Contractor will be paid for products actually delivered or performed, as specified in Attachment A, up to the maximum allowable amount specified on page 1 of this contract.

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