Objection by Seller Sample Clauses

Objection by Seller. Following delivery of the Buyer Closing Balance Sheet and Buyer Closing Statement, (i) Buyer and Seller shall reasonably cooperate with and assist each other in resolving any items disputed by Seller in good faith, including by making available and granting reasonable access to records and employees of the Company, and (ii) Seller shall have a period of forty-five (45) days after delivery of the Buyer Closing Balance Sheet and Buyer Closing Statement (the “Objection Period”), to deliver to Buyer a statement (the “Objection Statement”) setting forth any objections that Seller may have to the Buyer Closing Balance Sheet and Buyer Closing Statement, including a reasonably detailed explanation of the basis for each such objection along with reasonably detailed supporting calculations. If Seller does not deliver to Buyer an Objection Statement by the end of the Objection Period, or if during the Objection Period Seller delivers to Buyer written notice that Seller accepts the Buyer Closing Balance Sheet, the Buyer Closing Statement and Buyer’s calculation of the Purchase Price, then the Buyer Closing Balance Sheet, the Buyer Closing Statement and Buyer’s calculation of the Purchase Price shall be considered final, conclusive and binding. If Seller does deliver an Objection Statement by the end of the Objection Period, Seller and Buyer shall attempt in good faith to resolve any disputed items. If Seller and Buyer are unable to resolve all or any of the disputed items within forty-five (45) days after delivery of the Objection Statement (the “Resolution Period”), then the remaining disputed items shall be submitted to the Accounting Firm to act as an arbitrator to resolve such disputed items in accordance with the standards set forth in this Section 2.5(b), any and all such matters to be in the form of a written brief and oral presentations, in each case delivered or presented to the Accounting Firm within forty-five (45) days after the end of the Resolution Period. The scope of the disputes to be resolved by the Accounting Firm shall be limited to only those items that Seller objected to in the Objection Statement and that Buyer and Seller were unable to resolve during the Resolution Period. The Accounting Firm’s decision shall be based solely on the written submissions and oral presentations by Seller and Buyer and their respective representatives and not by independent review. The Accounting Firm shall be instructed that, with respect to each disputed item, the...
Sample 1
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Objection by Seller. On or prior to the last day of the Review Period, Seller may object to the Closing Statement by delivering to Buyer a written statement setting forth in reasonable detail Seller's objections to the Closing Statement and/or the computation of net assets (the "Statement of Objections"). If Seller fails to deliver a Statement of Objections within the Review Period, the Closing Statement and computation of net assets shall be deemed to have been accepted by Seller and shall be final and binding on the parties and the net assets reflected in the Closing Statement shall be used in computing the Adjustment Amount described in Section 2.8(h) below. If Seller delivers a Statement of Objections within the Review Period, Seller and Buyer shall negotiate in good faith to resolve such objections, and any objections that are resolved by a written agreement between Buyer and Seller shall be final and binding on the parties for purposes of the Closing Statement.
Sample 1
Objection by Seller. If Seller disagrees in good faith with Buyer’s calculation of Closing Net Working Capital as set forth in the Closing Statement delivered pursuant to Section 3.2(b), Seller may, on or prior to the last day of the Review Period, deliver to Buyer a written notice of disagreement (the “Notice of Disagreement”) setting forth in reasonable detail those items or amounts included in the Closing Statement as to which Seller disagrees and the basis for such disagreement. Seller shall be deemed to have agreed with all other items and amounts set forth in the Closing Statement other than those specified in the Notice of Disagreement. If Seller does not deliver a Notice of Disagreement to Buyer that complies with this Section 3.2(d) within the Review Period, (x) the Closing Statement delivered pursuant to Section 3.2(b) shall be deemed to have been accepted and shall be final, binding and conclusive on the parties and (y) the calculation of Closing Net Working Capital set forth therein shall be used to compute the Working Capital Adjustment Amount. If Seller delivers a Notice of Disagreement to Buyer that complies with this Section 3.2(d) within the Review Period, Buyer and Seller shall, during the twenty (20) days following such delivery, negotiate in good faith to resolve in writing the matters specified in the Notice of Disagreement. Any such matters that are resolved by a written agreement between Buyer and Seller shall be final, binding and conclusive on the parties.
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Objection by Seller. On or prior to the last day of the Review Period, Seller may object to the calculation of the Final Purchase Price by delivering to Buyer a written statement setting forth Seller’s objections to the calculation of the Final Purchase Price and a reasonable basis for such objections, including, in reasonable detail, the specific items of the calculation of the Final Purchase Price to which such objections relate (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections within the Review Period, Buyer’s calculation of the Final Purchase Price shall be deemed to have been accepted by Seller and shall be final and binding and shall be used in computing the Adjustment Amount. If Seller delivers the Statement of Objections within the Review Period, subject to Section 1.4(d) below, Seller and Buyer shall negotiate in good faith to resolve such objections, and, if the same are so resolved, the calculation of the Final Purchase Price with such changes as may have been previously agreed in writing by Seller and Buyer shall be final and binding and shall be used in computing the Adjustment Amount. To the extent a matter is not set forth in the Statement of Objections, such matter shall be deemed to have been accepted and agreed to by Seller and all such matters and any amounts related thereto shall be final and binding and shall be used in computing the Adjustment Amount.
Sample 1
Objection by Seller. If the Seller objects to any matter in the Closing Financial Statements or the Calculation in accordance with this Agreement, the Seller shall, within thirty (30) calendar days after receipt of the deliveries described in Section 2.4(a) of this Agreement: (i) notify the Buyer in writing of such objection; and (ii) deliver to the Buyer the calculation by the Seller of the amounts of the Closing Net Worth, Net Worth Shortfall,
Sample 1
Objection by Seller. On or prior to the last day of the Review Period, Seller may object to Buyer’s calculation of the Purchase Price Adjustment Items by delivering to Buyer a written statement setting forth a reasonable basis for Seller’s objections to Buyer’s calculation of the Purchase Price Adjustment Items (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections within the Review Period, Buyer’s calculation of the Purchase Price Adjustment Items shall be deemed to have been accepted by Seller and shall be used in computing the difference between the Purchase Price and the Closing Payment (the “Adjustment Amount”). If Seller delivers the Statement of Objections within the Review Period, Seller and Buyer shall negotiate in good faith to resolve such objections, and, if the same are so resolved, the calculation of the Purchase Price with such changes to the Purchase Price Adjustment Items as may have been previously agreed in writing by Seller and Buyer shall be final and binding.
Sample 1

Related to Objection by Seller

  • Termination by Purchaser This contract shall be terminated, upon election and written notice by Xxxxxxxxx, if Catastrophic Damage rate rede- termination under BT3.32 shows that the appraised weighted average Indicated Advertised Rate of all In- cluded Timber remaining immediately prior to the catas- trophe has been reduced through Catastrophic Damage by an amount equal to or more than the weighted aver- age Current Contract Rate. “Indicated Advertised Rates” are Forest Service esti- mates of fair market value of the timber.

  • Termination by Seller This Agreement may be terminated by Seller and the purchase and sale of the Station abandoned, if Seller is not then in material default, upon written notice to Buyer, upon the occurrence of any of the following:

  • Investigation by Purchaser Seller will (a) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the PSE Colstrip Interests, to Seller's accountants and, subject to the terms and conditions of the Colstrip Contracts, to the Assets (including, to the extent it is within Seller's power to do so, access to the Colstrip 1, 2, 3 and 4 site), but only to the extent that such access does not unreasonably interfere with Seller's business and the operation of the Assets, (b) make available to Purchaser and its Representatives, upon request, a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, WUTC or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and all such information and data (including copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, and other Books and Records) concerning the ownership, operation and maintenance of the PSE Colstrip Interests and the Assets and the Assumed Liabilities as Purchaser or its Representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other documents, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract, License or Environmental Permit applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.07. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreements; provided, however, that Seller shall not be obligated, in connection with such cooperation or consent, to take any action or enter into any agreement that would have any adverse effect on Seller or any of its rights or benefits under this Agreement or the Operative Agreements.

  • Termination by Buyer This Agreement and the transaction contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Buyer, if:

  • Investigation by Buyer Buyer has conducted its own independent review and analysis of the Acquired Assets and the Assumed Liabilities and the Business, operations, technology, assets, liabilities, financial condition and prospects of the Business as carried on by Sellers and acknowledges that Sellers have provided Buyer with reasonable access to the personnel, properties, premises and records of the Business for this purpose. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with Bankruptcy Case. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer (i) acknowledges that neither Sellers nor any of their Affiliates or Related Persons makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its Affiliates or Related Persons, except for the representations and warranties contained in Section 4.1 (which are subject to the limitations and restrictions contained in this Agreement); and (ii) agrees, to the fullest extent permitted by Law, that none of the Sellers, their Affiliates or any of their respective Related Persons shall have any liability or responsibility whatsoever to Buyer or its Affiliates or Related Persons on any basis (including, without limitation, in contract or tort, under federal or state securities Laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its Affiliates or Related Persons (or any omissions therefrom), except, for fraud or intentional misconduct and with regard to Sellers, for the representations and warranties contained in Section 4.1 and, with respect to such representations and warranties, subject to the limitations and restrictions contained in this Agreement.

  • Action by Holders Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Action by Agent The obligations of the Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article 6.

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

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