Post-Closing Objections Clause Samples

Post-Closing Objections. (a) After delivery of the DCS Determination and the AWS Determination, AWS and DCS shall attempt to resolve any disputes between DCS and AWS with respect to the DCS Determination and the AWS Determination. In connection therewith, AWS shall have full access to DCS's records related to the DCS Determination, and DCS shall have full access to AWS's records related to the AWS Determination. Within 30 days after delivery of the DCS Determination, AWS shall advise DCS in writing as to any dispute AWS has with the DCS Determination (the "AWS POST-CLOSING OBJECTION"). Within 30 days after delivery of the AWS Determination, DCS shall advise AWS in writing as to any dispute DCS has with the AWS Determination (the "DCS POST-CLOSING OBJECTION"). The AWS Post-Closing Objection (if any) and the DCS Post-Closing Objection (if any) shall be accompanied by (i) a certificate signed by a senior executive officer of AWS or DCS, as the case may be, certifying that the AWS Post-Closing Objection or the DCS Post-Closing Objection, as applicable, was made in good faith and (ii) supporting documents and information, to the extent the same is available to AWS or DCS, as the case may be. (b) If AWS does not timely deliver an AWS Post-Closing Objection to DCS, then the calculation of the California Closing Date Working Capital set forth in the DCS Determination shall be controlling. If DCS does not timely deliver a DCS Post-Closing Objection to AWS, then the calculation of the Alaska Closing Date Working Capital set forth in the AWS Determination shall be controlling. If neither party timely delivers a Post-Closing Objection, then the payment contemplated by Section 5.4 shall be made within two business days following the 90th day after the Closing Date. (c) If either party timely delivers a Post-Closing Objection, AWS and DCS shall use good faith efforts to jointly resolve their dispute within 15 days thereafter, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to further dispute or review. If the parties resolve their dispute, then the payment contemplated by Section 5.4 shall be made within two business days after such resolution is reached. If AWS and DCS cannot resolve their dispute within such 15-day period, then the dispute shall be submitted for resolution to Ernst & Young LLP (the "INDEPENDENT ACCOUNTANTS"). In submitting a dispute to the Independent Accountants, each of the parties shall furnish, at its own expense, the Ind...
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Post-Closing Objections. From and after the delivery of the Second Objection Letter, Buyer shall have the right, but not the obligation, to elect, on written notice ("Cure Notice") to the Sellers and Title Company within six (6) months of the Closing Date, to cure or remove ("Cure") any of the Post-Closing Objections, at Seller's sole cost and expense. Within twenty (20) business days of receiving a Cure Notice, Sellers shall provide Buyer with written notice setting forth, in reasonable specificity, Sellers' proposed method ("Cure Plan") to be used by Buyer, at Sellers' sole cost and expense, to effect such Cure. Sellers agree to execute any and all affidavits or other documents (including, without limitation, indemnification agreements) reasonably required by the Title Company in order for the Title Company to issue the Title Policy as required by this Agreement and to otherwise remove and/or cure any and all Post-Closing Objections and as to those Post-Closing Objections that cannot be removed or cured by the Title Company, to provide affirmative assurance to Buyer in form and substance acceptable to Buyer including, without limitation, affirmative assurance in respect of any encroachments against forced removal, forfeiture or reversion of title of any Improvements (the "Affirmative Assurance").
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Related to Post-Closing Objections

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

  • Title Objections In the event Buyer’s Title Binder, as updated to closing, or Buyer’s Survey identifies any title exceptions or defects in title of which Buyer does not approve or which render title unmarketable or which unreasonably interferes with Buyer’s intended use of the Property (“Title Objections”), Buyer shall notify Seller (the “Title Report Objection Notice”) and Seller shall elect by written notice to Buyer (“Seller’s Disposition Notice”) within five (5) business days of a Title Report Objection Notice whether to correct such defects prior to Closing. If Seller fails to deliver the Seller’s Disposition Notice to Buyer within five (5) business days of receipt a Title Report Objection Notice, Seller shall be deemed to have objected affirmatively to all matters set forth in the Title Report Objection Notice and the same shall constitute Seller’s refusal to correct, on or before the date of Closing, all title matters to which Buyer objected in the Title Report Objection Notice, subject to Seller’s obligation to cure certain exceptions pursuant to this Section 6.2. In the event Seller cannot correct such defects by Closing or chooses not to correct such defects subject to Seller’s obligation to cure certain exceptions pursuant to this Section 6.2, then Buyer may accept title as is without abatement or reduction of Purchase Price or Buyer may cancel this Agreement upon notice to Seller and receive a full refund of the Deposit. Upon delivery of Buyer’s notice canceling this Agreement, this Agreement shall thereupon be deemed canceled and become void and of no further effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except for those provisions herein which by their terms expressly survive. Seller shall not be required to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to fulfill any condition or to expend any moneys therefor, nor shall Buyer have any right of action against Seller therefor, at law or in equity, provided, however, that, notwithstanding anything to the contrary contained herein, Seller shall remove or cause to be removed of record (i) the lien of any mortgage, security agreement, financing statement or any other instrument which evidences or secures indebtedness and affects the Property and (ii) any other liens or encumbrances against the Property, including without limitation mechanics liens, which were not caused by the acts or omissions of Buyer, its agents, contractors or representatives and which can be cured by the payment of money in liquidated amounts.

  • Post-Closing Actions Each Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.13 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.13 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.