Buyer Objection Notice definition

Buyer Objection Notice has the meaning set forth in Section 2.3.1(g).

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Buyer Objection Notice has the meaning set forth in Section 3.3(f)(ii)(A).

Buyer Objection Notice is defined in Section 2.2(d).

Examples of Buyer Objection Notice in a sentence

• If Buyer delivers or is deemed to have delivered a Buyer Objection Notice, Seller shall have the right, but not the obligation, to cure or remedy such matter or circumstance to Buyer’s satisfaction, in Buyer’s sole and absolute discretion, within five (5) business days after Seller’s receipt or deemed receipt of the Buyer Objection Notice.

• If Buyer fails to deliver either such written waiver or a Buyer Objection Notice to Seller within said five (5) business days, Buyer shall be deemed to have delivered a Buyer Objection Notice with respect to such matter in its entirety.

• If Seller fails to deliver the Seller Response on or before the Response Deadline, Seller shall be deemed to have elected not to cure any of the matters set forth in the Buyer Objection Notice.

• If Buyer delivers the Buyer Objection Notice, then, Seller may deliver in Seller’s sole and absolute discretion, a response (the “Seller Response”) no later than 3 days after the date of the Buyer Objection Notice (the “Response Deadline”).

• The exceptions to title disclosed in the Title Commitment, other than (a) those title exceptions to which Buyer has tendered an objection in the Buyer Objection Notice or New Buyer Objection which are not subsequently cured or waived, (b) any delinquent taxes or assessments, and (c) any standard printed exceptions, shall be the “Permitted Exceptions” hereunder.

• If a written resolution is not obtained within thirty (30) days after the Agent has received the Buyer Objection Notice, the issue(s) in dispute will be submitted to the Auditor for resolution, which resolution will be limited to determining Closing Date Net Working Capital, Unpaid Indebtedness and Unpaid Transaction Expenses, and any other accounting matters specifically referred to the Auditor by the mutual agreement of the Agent and Buyer.

• If Buyer gives Agent a timely Buyer Objection Notice to the Closing Statement, then Agent and Buyer shall use their reasonable best efforts to resolve any such objection.

• If a written resolution is not obtained within twenty (20) days after the Sellers’ Representative has received the Buyer Objection Notice, the issue(s) in dispute will be submitted to the Auditor for resolution, which resolution will be limited to determining whether Buyer’s or the Sellers’ Representative’s position is correct.

• With respect to each disputed item, such decision, if not in accordance with the position of either Buyer or Seller, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Seller in the Seller Objection Notice or Buyer in the Buyer Objection Notice with respect to such disputed item.

• The Accountants shall be instructed, pursuant to an engagement letter, to resolve only those matters set forth in the Buyer Objection Notice remaining in dispute and not to otherwise investigate any matter independently.

More Definitions of Buyer Objection Notice

Buyer Objection Notice has the meaning set forth in Section 5.1(a).

Buyer Objection Notice has the meaning specified in Section 8.15.

Buyer Objection Notice has the meaning set forth in Section 5.10(c). "Buyer's 401(k) Plan" has the meaning set forth in Section 9.4(b). "Buyer's Non-Bifurcated Permits" has the meaning set forth in Section 5.10(g). "Buyer's Nonqualified Pension Plans" has the meaning set forth in Section 9.4(a). "Buyer's Pension Plans" means, collectively, Buyer's Nonqualified Pension Plans and Buyer's Qualified Pension Plan. "Buyer's Qualified Pension Plan" has the meaning set forth in Section 9.4(a). "CEOP" has the meaning set forth in Section 9.4(b). "Claim" means any claim or notice of any nature whatsoever, including any demand, liability, obligation, debt, cause of action, suit, proceeding, judgment, award, assessment, or, insofar as it relates to Environmental Matters, request for information. "Closing" has the meaning set forth in Section 2.5. "Closing Accountant's Report" has the meaning set forth in Section 2.3(b). "Closing Date" has the meaning set forth in Section 2.5. "Closing Working Capital" shall mean, as of the Closing Date, (i) the current assets of the Business included in the Acquired Assets minus (ii) the current liabilities of the Business consisting of accounts payable and accrued liabilities of the Business (excluding any Excluded Current Liabilities), in each case determined on a basis consistent with, and using, the methods and methodologies used in preparing the Interim Balance Sheet; PROVIDED, HOWEVER, that, if any line item or category (e.g., accounts receivable, inventory, etc.) included in the determination of the Final Closing Working Capital was not included in the determination of or

Buyer Objection Notice shall have the meaning set forth in Section 8.5(b).

Buyer Objection Notice has the meaning set forth in Section 5.10(c). "Buyer's 401(k) Plan" has the meaning set forth in Section 9.4(b).