Seller’s WWTP Escrow Release Requisitions; Buyer Objection Notices Sample Clauses

Seller’s WWTP Escrow Release Requisitions; Buyer Objection Notices. Upon achievement of an applicable Seller’s WWTP Work Milestone, but subject to the terms of Section 2(c) of the Development Agreement, Seller may submit to Escrow Agent and Buyer a Seller’s WWTP Escrow Release Requisition for disbursement to Seller of the applicable Release Amount pursuant to the terms of the Development Agreement. Seller shall provide to Buyer and Escrow Agent copies of any and all Supporting Documentation contemplated by the applicable Seller’s WWTP Escrow Release Requisition. Buyer shall have ten (10) business days after receipt of a Seller’s WWTP Escrow Release Requisition to object to any Seller’s WWTP Escrow Release Requisition by written notice to Escrow Agent and Seller in substantially the form of Exhibit H attached hereto (a “Buyer Objection Notice”). Buyer shall only have the right to object to a particular Seller’s WWTP Escrow Release Requisition (i) if the requisition does not contain the applicable Supporting Documentation (it being acknowledged by Buyer that its objection right under this clause (i) is limited only to the existence (or lack thereof) of the Supporting Documentation), or (ii) Buyer, in good faith, reasonably believes that Seller’s WWTP Escrow Release Requisition is inaccurate, erroneous, and/or not consistent with the terms and provisions of the Development Agreement. If a Buyer Objection Notice is not received by Escrow Agent within such ten (10) business day period, then Escrow Agent shall disburse promptly the portion of the WWTP Escrow Funds requested in accordance with Seller’s payment instructions contained in the Seller’s WWTP Escrow Release Requisition. If, however, Buyer timely serves a Buyer Objection Notice to Escrow Agent and Seller with respect to a Seller’s WWTP Escrow Release Requisition, then Section 5 hereof shall apply. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Escrow Agent shall release to Seller, and Buyer shall not have the right to interpose any objection or dispute with respect to the release of, the Building Permit Fee from escrow, upon Escrow Agent’s receipt of a Seller’s WWTP Escrow Release Requisition for such Building Permit Fee on or after June 24, 2021.
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Related to Seller’s WWTP Escrow Release Requisitions; Buyer Objection Notices

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

  • Sellers’ Representative (a) Each of the Sellers hereby appoints Xxxx Xxxxx as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative.

  • Seller’s Conditions to Closing The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Seller’s Conditions The obligations of Seller at the Closing are subject, at the option of Seller, to the satisfaction at or prior to the Closing of the following conditions:

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

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

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

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Seller Release Each Seller, on such Seller’s behalf and on behalf of such Seller’s respective Affiliates, legal representatives, heirs, successors and assigns (collectively, the “Seller Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases and forever discharges the Company and its respective present and former subsidiaries, successors and assigns, and their respective directors, officers, managers, members, agents and employees (collectively, the “Company Released Parties”) from any and all Actions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise), demands, recoveries, indemnities and obligations of any kind, in law, at equity or otherwise, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law or otherwise, including with respect to conduct that is negligent, grossly negligent, willful, intentional, with or without malice or a breach of any duty, Law or rule, which such Seller Releasing Parties ever have had, or ever in the future may have against the Company Released Parties and which are based on acts, events or omissions occurring up to and including the Closing Date (the “Released Claims”); provided, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect, the Sellers’ rights under this Agreement or the other Transaction Documents. Each Seller, on behalf of such Seller and the Seller Releasing Parties, agrees not to, and agrees to cause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or assist or encourage any third party in asserting, any Released Claim against any Company Released Party. Each Seller, on behalf of such Seller and the Seller Releasing Parties, hereby waives any rights that such Seller or any Seller Releasing Party may have under any Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in the releasing party’s favor at the time of executing the release, which if known by such the releasing party may have materially affected such the releasing party’s settlement. Each Seller acknowledges that the foregoing waiver was separately bargained for and is a key element of this Agreement.

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