Delivery to the Buyer s nominee
Delivery to the Buyer. At the time of delivery, the Agent shall provide to the Buyer the Purchased Vehicle in a clean condition (interior, exterior and engine bay).
Delivery to the Buyer. From time to time, the Buyer may, to the extent the Buyer believes in good faith that it is entitled to a Post-Closing Purchase Price Adjustment pursuant to and/or indemnification under the Asset Purchase Agreement, deliver to Escrow Agent and the Seller a certification signed by a duly authorized officer of the Buyer (a) certifying that, pursuant to the terms of the Asset Purchase Agreement, the Buyer is entitled to receive a specified portion of the Escrow Account as is identified in any such certificate, and that a copy of the certification has been delivered to the Seller in the manner set forth in Section 12(b) hereof and (b) describing in reasonable detail the basis of the claim and, in the case of an indemnification claim, the amount and calculation of Buyer Damages arising from such claim, or, in the case of a Post-Closing Purchase Price Adjustment, the amount of such Post-Closing Purchase Price Adjustment (a "Buyer Certificate"). In the event that the Escrow Agent does not receive a notice (an "Objection Notice") from the Seller within 30 days of receipt of such a Buyer Certificate, disputing the Buyer's right to a Post-Closing Purchase Price Adjustment or indemnification, as the case may be, then the Escrow Agent shall promptly deliver to the Buyer the portion of the Escrow Account identified in such Buyer Certificate. For the avoidance of doubt, with respect to any claim for a Post-Closing Purchase Price Adjustment, the delivery of an Objection Notice by the Seller to the Escrow Agent in accordance with this Section 5 shall not relieve the Seller of its obligation to deliver a Dispute Notice to the Buyer pursuant to Section 1.5(a) of the Asset Purchase Agreement in order to object to any item or amount in the Closing Working Capital Statement or the Adjustment Certificate or with the Buyer's calculation of the Closing Net Working Capital Amount. Any portion of the Escrow Account that is not the subject of any particular Buyer Certificate delivered by the Buyer pursuant to this Section 5 shall continue to be held by Escrow Agent in accordance with the terms and conditions hereof. In the event that Escrow Agent receives an Objection Notice from the Seller within 30 days of receipt of such a Buyer Certificate, disputing in whole or in part the Buyer's right to a Post-Closing Purchase Price Adjustment or indemnification, as the case may be, then Escrow Agent shall concurrently release from the Escrow Account to the Buyer any undisputed portion of th...
