Review by the Seller Representative Sample Clauses

Review by the Seller Representative. (i) Following receipt of the Initial Review Package for the Milestone Period, the Seller Representative will be afforded a period of sixty (60) days to review the Milestone Period Income Statement and Milestone Period EBITDA Calculation, during which period, at the Seller Representative’s expense, the Seller Representative and its accountants and advisors shall have the right to inspect any additional work papers generated by Buyer in preparation of the Milestone Period Income Statement and Milestone Period EBITDA Calculation and shall have reasonable and prompt access, during normal business hours, to the Company Group’s relevant personnel and to information, books and records of the Company Group reasonably requested by the Seller Representative and relevant to the Milestone Period Income Statement and Milestone Period EBITDA Calculation. To the extent reasonably practicable, all such information, books and records will be made available electronically. In the event that the Seller Representative believes that Buyer has not provided information and access in accordance with the foregoing, the Seller Representative may deliver written notice to Buyer thereof during such sixty (60) day period and such period shall thereupon be extended for an additional ten (10) Business Days. At or before the end of such sixty (60) day review period (as the same may be extended), the Seller Representative shall either (A) accept the Milestone Period Income Statement and Milestone Period EBITDA Calculation in their entirety, in which case Buyer’s calculations shall be final, conclusive and binding on the parties hereto, or (B) deliver to Buyer written notice and a written explanation in reasonable detail of (x) those items of the Milestone Period Income Statement and/or Milestone Period EBITDA Calculation which the Seller Representative disputes and the proposed modification of such calculations, in which case only the items identified or as to which adequate information was not provided shall be deemed to be in dispute (“Contested Items”) and other items shall be deemed to be accepted and/or (y) any failure of Buyer to provide the Seller Representative with adequate information in accordance with this Section 2.5(b). Within a further period of thirty (30) days from the end of the aforementioned review period, the Seller Representative, Buyer and their accountants will attempt to resolve in good faith any Contested Items. If the Seller Representative and Buyer resolve the ...
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Review by the Seller Representative. After receipt of an Earn-Out Schedule, the Seller Representative shall have forty five (45) calendar days after the date of receipt thereof (the “Earn-Out Review Period”) to review that Earn-Out Schedule. During the Earn-Out Review Period, the Seller Representative and its Representatives shall have reasonable access (including electronic access to the extent available) to the books and records of Surviving Corporation II, the personnel of, and work papers prepared by, Parent or Parent’s Representatives to the extent that they relate to the preparation of the Earn-Out Schedule and to such historical financial information relating thereto as the Seller Representative may reasonably request for the purpose of reviewing the Earn-Out Schedule and to prepare any objections thereto and shall use its commercially reasonable efforts to cause its Representatives to be made available in order to assist the Seller Representative in the review of such Earn-Out Schedule, provided that such access shall be in a manner that does not unreasonably interfere with the normal business operations of the Parent, Surviving Corporation II, or any of the Parent’s other subsidiaries.
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Related to Review by the Seller Representative

  • Indemnity by the Seller The Seller shall be liable for, and shall indemnify the Buyer and each of its subsidiaries and each of their directors, employees, agents and representatives (the “Buyer Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Buyer Indemnitee:

  • By the Seller Subject to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Deliveries by the Seller At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the following:

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

  • Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

  • Indemnification by the Sellers Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.

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