Buyer's Response Sample Clauses

Buyer's Response. If Seller elects (or is deemed to have elected) not to eliminate or cure some or all the title exceptions disapproved or deemed disapproved by Buyer, Buyer shall have the right, by written notice delivered to Seller within five business days of receipt of Seller's Title Notice or within five business days after the expiration of the time period during which Seller is entitled to deliver Seller's Title Notice, whichever occurs first, to either (a) waive its prior disapproval of title exceptions that Seller has elected not to cure, or (b) terminate this Agreement by written notice to Seller, in which event, the Xxxxxxx Money Note shall be returned to Buyer and this Agreement shall be of no further binding effect on either party. Buyer's failure to deliver such written notice within such five-business day period shall be a conclusive presumption that Buyer has waived its prior notice as to disapproved exceptions.
Sample 1
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Buyer's Response. Within sixty (60) days after the end of the Cure Period, Buyer shall deliver to Seller a written statement describing in reasonable detail its objections (if any) to any amounts or items set forth on or omitted from the Final Settlement Statement. If Buyer does not raise objections within such period, then the Final Settlement Statement shall become final and binding upon the Parties at the end of such period.
Sample 1
Buyer's Response. Within 20 days of receipt of the Closing Balance Sheet and Sellers' calculation of the Closing Net Working Capital, Buyer shall inform Sellers in writing of any exceptions to the Closing Net Working Capital calculation. Unless Buyer delivers to Sellers within such 20-day period a letter specifying in reasonable detail such exceptions, the Closing Net Working Capital calculation delivered by Sellers shall be conclusive and binding on the parties. If Buyer delivers to Sellers a letter setting forth any such exceptions within such 20-day period, then Buyer and Sellers shall promptly endeavor to resolve the matters in dispute and, if they fail to reach an agreement with respect to such matters on or before the twentieth day after receipt by Sellers of the dispute letter from Buyer, then, as to any such matters in dispute, Buyer and Sellers shall in good faith select and jointly retain a firm of certified public accountants (which has not rendered services to either Buyer or Parent for at least three years), or other third party acceptable to Buyer and Sellers, to promptly make a final determination of such matters and deliver a written opinion thereon to Buyer and Sellers, which determination shall be conclusive and binding on the parties. The fees and expenses of the auditing firm shall be paid by Buyer unless the Closing Net Working Capital calculation delivered by Sellers is more than 10% higher than the auditing firm's determination of Closing Net Working Capital, in which case Sellers will pay the fees and expenses of the auditing firm. The auditing firm shall have a period of 20 days in which to render its opinion concerning the disputed matters.
Sample 1
Buyer's Response. Buyer shall notify Seller within fifteen (15) business days after receipt whether Buyer accepts or disputes the accuracy of the Closing Balance Sheet (“Buyer’s Response”). If Buyer’s Response accepts the accuracy of the Closing Balance Sheet or does not provide the Buyer’s Response within such fifteen business day period, the Closing Balance Sheet, including the calculation of the Tangible Net Worth set forth therein, shall be the Final Closing Balance Sheet. If Buyer’s Response disputes the accuracy of the Closing Balance Sheet, Buyer’s Response shall list any proposed corrections or changes to the Closing Balance Sheet and shall specify in reasonable detail Buyer’s reasons for such dispute. If Seller does not object to Buyer’s Response within fifteen (15) business days after receipt thereof, any proposed corrections or changes set forth in the Buyer’s Response shall be made to the Closing Balance Sheet, and such Closing Balance Sheet, as modified, shall be considered the Final Closing Balance Sheet.
Sample 1

Related to Buyer's Response

  • Buyer’s Responsibility Buyer shall obtain and maintain all distribution, transmission and interconnection rights and agreements (including all Governmental Authority approvals) required to enable transmission and delivery of electric energy at and after the Delivery Point.

  • Company’s Response Subject to Section 3(g)(ii), upon receipt or deemed receipt by the Company of a copy of a Conversion Notice, the Company (I) shall promptly send, via electronic mail a confirmation of receipt of such Conversion Notice to the Holder and the Company’s designated transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein, and (II) on or before the second (2nd) Business Day following the date of receipt or deemed receipt by the Company of such Conversion Notice (or, if earlier, the end of the then standard settlement period for U.S. broker-dealer securities transactions) (the “Share Delivery Date”), (A) provided the Holder (or its designee) is eligible to receive such Conversion Shares through The Depository Trust Company (“DTC”) (which shall include any time at which the Unrestricted Conditions (as defined below) are satisfied), credit such aggregate number of Conversion Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian (“DWAC”) system, or (B) if the foregoing shall not apply, issue and deliver to the address as specified in the Conversion Notice, a stock certificate, registered in the name of the Holder or its designee, in each case, for the number of Conversion Shares to which the Holder shall be entitled. The Conversion Shares will be free-trading, and freely transferable, and will not contain a legend (or stop transfer instructions) restricting the resale or transferability of the Conversion Shares if any of the Unrestricted Conditions (as defined below) is met.

  • Buyer’s Responsibilities 14.1 All sites at which the Products shall be delivered or installed shall be prepared by Buyer in accordance with Nortel's standards, including, without limitation, environmental requirements.

  • Seller’s Responsibility If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller shall, if so requested by the Buyer and pursuant to the terms and conditions of Clause 12.1, correct the design of such Warranted Part to the extent of the Seller’s obligation as defined in Clause 12.1.

  • Emergency Response Partners must develop, maintain, and carry out a response plan for public water system emergencies, including disease outbreaks, spills, operational failures, and water system contamination. Partners must notify DWS in a timely manner of emergencies that may affect drinking water supplies.

  • Timing of Company Response The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

  • DEADLINE FOR RESPONSE [DATE]* The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in Visant Holding Corp. (the “Company”) 8 ¾% Senior Notes due 2013 (the “Securities”) are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Visant Holding Corp., 000 Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx, Xxx Xxxx 00000. * Not less than 28 calendar days from date of mailing. Notice of Registration Statement and Selling Securityholder Questionnaire (Date) Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) among Visant Holding Corp. (the “Company”) and the Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [ ] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 8 ¾% Senior Notes due 2013 (the “Securities”). A copy of the Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement. Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

  • Government’s Response Please refer to the Q&A from the first question.

  • Incident Response Operator shall have a written incident response plan that reflects best practices and is consistent with industry standards and federal and state law for responding to a data breach, breach of security, privacy incident or unauthorized acquisition or use of any portion of Data, including PII, and agrees to provide LEA, upon request, an executive summary of the written incident response plan.

  • Engineers Responsibility The Engineer shall be responsible for the accuracy of its work and shall promptly make necessary revisions or corrections resulting from its errors, omissions, or negligent acts without compensation. The Engineer will not be relieved of the responsibility for subsequent correction of any such errors or omissions or for clarification of any ambiguities until after the construction phase of the project has been completed.

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