Statement of Objections Sample Clauses

Statement of Objections. If Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers. If Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellers, shall be final and binding.
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Statement of Objections. Unless Seller provides written notice to Purchaser setting forth in reasonable detail its good faith objection to any portion of the Closing Date Balance Sheet relating to the calculation of the Closing Net Working Capital on the basis that such portion shall not have been prepared in accordance with GAAP consistent with the accounting principles and practices applied in preparation of the 2000 Unaudited Financial Statements and/or that the Closing Net Working Capital was not calculated in accordance with the methodologies set forth on SCHEDULE 1.3(b) of this Agreement (the "STATEMENT OF OBJECTIONS") prior to the close of business on the forty-fifth (45th) day following the receipt by Seller of the Closing Date Balance Sheet from Purchaser (the "OBJECTION PERIOD"), the Closing Date Balance Sheet (and the Closing Net Working Capital reflected in and calculated from such Closing Date Balance Sheet) shall thereafter be binding upon Seller and its Affiliates and Purchaser for purposes of the post-closing adjustments set forth in this SECTION 1.4. If Seller delivers to Purchaser a Statement of Objections before the expiration of the Objection Period, then those elements of the Closing Net Working Capital objected to in the Statement of Objections shall not thereafter be binding on Seller or its Affiliates until resolved in accordance with this SECTION 1.4.
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Statement of Objections. Upon receipt of any such statement of objections, FOCAS shall either: (1) correct, or cause the applicable Qualified Contractor to correct, the objections or defects, whereupon XXX shall re-inspect the same within fifteen (15) working days following receipt from FOCAS that the work has been corrected, and if found corrected, issue an Acceptance of Construction as stated above; or (2) dispute such statement of objections or defects by referring the disputed issues for determination to the Chief Engineers of FOCAS and XXX (without thereby waiving any rights with respect to the issues in controversy). Notwithstanding the foregoing, acceptance of the construction and installation work associated with the Cable and the Cable Accessories for any System Segment by XXX shall constitute ELI's approval solely with respect to ELI's telecommunications system and shall in no way be deemed to constitute an opinion of XXX with respect to the effect of the telecommunications system on any Utility Company's electric transmission system.
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Statement of Objections. Section 2.5(b) Statutory Statements................................................................................................................................Section 3.9(b) Survival Period.......................................................................................................................................Section 10.1(d) Tax Contest............................................................................................................................................Section 6.13(e) Third Party Claim....................................................................................................................................Section 10.3(a) Third Party Reinsurance Contracts.............................................................................................................Section 3.20 Transferred Employee..............................................................................................................................Section 6.3(b) Transition Plan............................................................................................................................................Section 6.17 Voting Debt...............................................................................................................................................Section 3.2(b)
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Statement of Objections. Section 1.3(b)(ii) Survival Period Section 4.1 Takeover Statutes Section 2.25 Target Working Capital Section 1.3(a)(ii) Term Section 5.4(a) Territory Section 5.4(a) Third-Party Claim Section 4.4(a) Trade Laws Section 2.12(c)(i) Transfer Period Section 1.6
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Statement of Objections. Unless SunSource provides specific written notice to the Partnership setting forth a good faith objection to any portion of the Closing Date Balance Sheet relating to the calculation of either the Closing Net Working Capital or the Closing Net Tangible Asset Value on the basis that such portion shall not have been prepared in accordance with Section 2.3(a) of this Agreement (the "Statement of Objections"), prior to the close of business on the thirtieth (30th) day following the receipt by SunSource of the Closing Date Balance Sheet from the Partnership (the "Objection Period"), the Closing Date Balance Sheet (and the Closing Net Working Capital and the Closing Net Tangible Asset Value reflected thereon or calculated therefrom) shall thereafter be binding upon the SunSource Entities and the Partnership for purposes of the post-closing adjustments set forth in this Section 2.3. If SunSource delivers to the Partnership a Statement of Objections before the expiration of the Objection Period, then those aspects relating to the calculation of the Closing Net Working Capital or the Closing Net Tangible Asset Value objected to in the Statement of Objections shall not thereafter be binding until resolved in accordance with this Section 2.3.
Sample 1
Statement of Objections. The Seller may object to the Buyer’s determination of the Purchase Price as set forth in the Post-Closing Statement by delivery of a detailed written statement of objections (a “Statement of Objections”) (stating the basis of the objections with reasonable specificity and the Seller’s calculations of the objected amounts) to the Buyer within thirty (30) days following delivery to the Seller of such Post-Closing
Sample 1
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Related to Statement of Objections

  • Resolution of Objections to Claims (a) Any Person who desires to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to the end of any applicable Claims Period. If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

  • No FINRA Objections FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement.

  • Interim Statements As soon as available, but in no event later than thirty (30) days after the end of each month, Borrower’s balance sheet and profit and loss statement for the period ended, prepared by Borrower.

  • Governing Law; Consent to Jurisdiction; Waiver of Objection to Venue THIS AGREEMENT AND THE THIRD STEP RECEIVABLES ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN §§ 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, LOCATED IN THE BOROUGH OF MANHATTAN AND THE FEDERAL COURTS LOCATED WITHIN THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER OR UNDER THE THIRD STEP RECEIVABLES ASSIGNMENT IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • No FINRA Objection FINRA shall not have raised any objection with respect to the fairness and reasonableness of the placement agency terms and arrangements relating to the issuance and sale of the Securities; provided that if any such objection is raised, the Company and the Placement Agent shall negotiate promptly and in good faith appropriate modifications to such placement agency terms and arrangements in order to satisfy such objections.

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Year-End Statements As soon as available and in any event within 5 days after the same is filed with the Securities and Exchange Commission (but in no event later than 90 days after the end of each fiscal year of the Borrower), the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by the chief financial officer or chief accounting officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial position of the Borrower and its Subsidiaries as at the date thereof and the result of operations for such period and (b) accompanied by the report thereon of Ernst &Young LLP or any other independent certified public accountants of recognized national standing, whose certificate shall be unqualified and who shall have authorized the Borrower to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the Borrower shall deliver a report, certified by the chief financial officer or chief accounting officer of Borrower, in form and detail reasonably satisfactory to the Administrative Agent, setting forth the Net Operating Income for each Property for such fiscal year.

  • Review Period The Asset Representations Reviewer will complete the Review of all of the Review Receivables within sixty (60) days after having received access to the Review Materials pursuant to Section 3.2(a). However, if additional Review Materials are provided to the Asset Representations Reviewer in respect of any Review Receivables pursuant to Section 3.2(b), the Review period will be extended for an additional thirty (30) days in respect of any such Review Receivables.

  • Annual Independent Public Accountants' Servicing Statement; Financial Statements On or before 120 days after the end of the Master Servicer's fiscal year, commencing with its 2002 fiscal year, the Master Servicer at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to the Master Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that such firm has examined certain documents and records relating to the servicing of the Mortgage Loans under this Agreement or of mortgage loans under pooling and servicing agreements substantially similar to this Agreement (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby) and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and FHLMC, such servicing has been conducted in compliance with such pooling and servicing agreements except for such significant exceptions or errors in records that, in the opinion of such firm, the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and FHLMC requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and FHLMC (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trustee.

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