Instructions after 690 Days Sample Clauses

Instructions after 690 Days. Within five business days after the 690th day following the Closing (the “Final Release Date”), Purchaser and the Sellers’ Agent shall execute and deliver to the Escrow Agent joint instructions instructing the Escrow Agent to release any General Escrow Cash (as defined in the Escrow Agreement) that then remains in the General Escrow Account (the “Remaining General Escrow Cash”) to the Sellers’ Agent on behalf of (and for distribution by the Sellers’ Agent to) the Sellers; provided, however, that if prior to the Final Release Date, Purchaser has given one or more Claim Notices to the Sellers’ Agent (or to any particular Seller) containing one or more claims against the General Escrow Cash that have not been resolved prior to the Final Release Date, then such joint instructions shall instruct the Escrow Agent to release to the Sellers’ Agent on behalf of (and for distribution by the Sellers’ Agent to) the Sellers, an amount equal to the Remaining General Escrow Cash minus the Claimed Amount or Contested Amount, as the case may be, with respect to all claims against the General Escrow Cash which have not then been resolved (it being understood that promptly following resolution of any such claims, Purchaser and the Sellers’ Agent shall execute and deliver to the Escrow Agent additional joint instructions instructing the Escrow Agent to release the portion of the Remaining General Escrow Cash related to such claims in accordance with such resolution).
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Related to Instructions after 690 Days

  • What Will Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • No Action after Notice The Corporation covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of the certificate or notices set forth in Section 4.6 and Section 4.7.

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  • Servicer Shall Provide Information as Reasonably Required The Servicer shall furnish to the Trustee, during the term of this Agreement, such periodic, special, or other reports or information, whether or not provided for herein, as shall be necessary, reasonable, or appropriate in respect to the Trustee, or otherwise in respect to the purposes of this Agreement, all such reports or information to be as provided by and in accordance with such applicable instructions and directions as the Trustee may reasonably require.

  • Escrow Agent Not Responsible after Release The Escrow Agent will have no responsibility for escrow securities that it has released to a Securityholder or at a Securityholder’s direction according to this Agreement.

  • PRICING OF After Hours Coefficient What is your after hours coefficient for the RS Means Price Book for work performed after normal working hours? Remember that this is a ceiling price proposed. You can discount to any TIPS Member customer a lower coefficient than your proposed contract coefficient, but not higher. This is one of three pricing questions that are required for consideration for award on this solicitation. Please consider your answer carefully. An explanation of the TIPS scoring of pricing titled "Pricing Coefficient Instruction" is included in the attachments for your information. The below is an EXAMPLE of how the pricing model works (It is not intended to influence your proposed coefficient, you should propose a coefficient that you determine is reasonable for your business for the life of the contract): The most common after hours coefficient is time and a half of the RS Means Unit Price Book prices. To illustrate this coefficient, if your regular hours coefficient is .95, your after hours coefficient would be 1.45.

  • Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion First Tier Participants:

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