Review by Purchaser Sample Clauses
Review by Purchaser. Within ten (10) days after receipt of each of the Commitment and the Survey as provided for in this Section 3, Purchaser shall notify Seller in writing of any title or survey matters, as applicable, of which Purchaser disapproves. Any matters set forth in the Commitment and Survey not disapproved by Purchaser pursuant to this Section 3(d) shall be deemed to be approved by Purchaser. In the event Purchaser so notifies Seller of any matters which it disapproves, other than Permitted Exceptions and those which Seller shall agree by written notice to Purchaser to discharge at or before Closing, within fifteen (15) days after Purchaser's notice of disapproval Seller shall have the right, but not the obligation, to eliminate or cure such disapproved matters or to make arrangements, satisfactory to Purchaser, to have such disapproved matters eliminated or cured prior to the Closing. Notwithstanding the foregoing, Seller shall be obligated to cure (and may use any proceeds of the sale for such purpose) all objections to title set forth below (herein referred to as "Monetary Objections"):
(i) All mortgages or security interests affecting Seller's interest in the Property;
(ii) All past due ad valorem taxes and assessments of any kind constituting a lien against the Property to the extent such assessments can be cured by the payment of money and is due and payable prior to the Closing Date;
(iii) All voluntary liens (including liens for non-payment of any sums for which Seller is contractually obligated) affecting Seller's interest in the Property; and
(iv) All involuntary liens affecting Seller's interest in the Property curable by the payment of money up to $150,000 (provided that if such involuntary lien is not curable by the payment of money up to $150,000 then Seller shall not be obligated to cure same, in which case Seller shall notify Purchaser of its decision not to cure such involuntary lien (if it in fact so elects) in which event Purchaser shall have the right (as its sole and exclusive remedy), within five (5) business days of such notice, to cancel this Agreement, receive return of its Deposit, and be reimbursed for its actual out-of-pocket expenses not to exceed $30,000, upon which neither party shall have any further obligations to the other, except for such provisions which explicitly survive the termination of this Agreement).
(v) Judgments which have attached to and become a lien against Seller's interest in the Property. If Seller is unable or unw...
Review by Purchaser. (a) The Vendor must provide the Purchaser and its advisers with reasonable access to the working papers provided to the Auditor under clause 9.2(a) during the period from the time that the Auditor reports under clause 9.2(b) to the Adjustment Date.
(b) The Vendor must use reasonable endeavours to procure that the Purchaser and its advisers are provided with reasonable access to the Auditor’s working papers in relation to its review of the Completion Balance Sheet, subject to the Purchaser complying with any conditions of access imposed by the Auditor (such as the giving of a release).
Review by Purchaser. Purchaser and its representatives shall have access to all books and records of Seller as it deems necessary or advisable to become familiar with Seller’s business prior to the Closing Date, and in the event of a termination of this Agreement, Purchaser shall keep confidential all such information in accordance with Section 24.
Review by Purchaser. In connection with Purchaser’s review of the Estimated Closing Statement, the Sellers and the Company shall work in good faith with Purchaser in order for Purchaser to understand the Sellers’ Representative’s computations to confirm the accuracy of the Estimated Closing Statement and the amounts set forth therein. In connection with such review, the Purchaser may propose adjustments (including pro-rations of expenses) that it deems appropriate. The Sellers’ Representative and the Company shall consider in good faith any such adjustments to the Estimated Closing Statement proposed by the Purchaser and shall revise the Estimated Closing Statement to reflect any agreed upon adjustments, and such updated statement shall constitute the Estimated Closing Statement for purposes of this Agreement; provided, however, that to the extent the Purchaser and the Sellers’ Representative cannot resolve any differences related to such calculations prior to the Closing, the parties hereto will proceed based upon the Estimated Closing Statement as prepared by the Sellers’ Representative (inclusive of any agreed adjustments) and, in no event, will such discussions delay the Closing. The Purchaser shall pay the Closing Purchase Price set forth on the Estimated Closing Statement (inclusive of agreed adjustments) as provided in Section 3.3 below. The parties agree that the Closing Purchase Price shall be further adjusted after the Closing in accordance with the procedures set forth in Section 4.1 and Section 4.2.
Review by Purchaser. Following receipt of the Auditors' Report, Purchaser will be afforded a period of thirty (30) days to review the Auditors' Report. At or before the end of that period, Purchaser will either (i) accept the Auditors' Report in its entirety, in which case the aggregate book value of assets included in the Acquired Assets and the aggregate book amount of liabilities included in the Assumed Liabilities will be deemed to be as set forth on the Auditors' Report, or (ii) deliver to TRW and the Auditors written notice and a detailed written explanation of those items in the Auditors' Report which Purchaser disputes, in which case the aggregate book value of the Acquired Assets and the aggregate book amount of the Assumed Liabilities not affected by the disputed items will be deemed to be as set forth on the Auditors' Report. Within a further period of thirty (30) days from the end of the aforementioned review period, the parties will attempt to resolve in good faith any disputed items. Failing such resolution, the unresolved disputed items will be referred for final binding resolution to another nationally-recognized firm of certified public accountants mutually acceptable to TRW and Purchaser. The aggregate book value of Acquired Assets and aggregate book amount of Assumed Liabilities affected by such unresolved disputed items (if any) will be deemed to be as determined by such firm in accordance with the accounting principles described in Section 2.7(c) within thirty (30) days of such reference.
Review by Purchaser