After Seller Clause Samples

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.

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.