Seller’s Notice has the meaning set forth in Section 8.5(a).
Seller’s Notice. Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“Buyer’s Objection Notice”). If Escrow Agent does not receive a timely Buyer’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof to Seller. If Escrow Agent does receive a timely Seller’s Objection Notice, Escrow Agent shall release the Deposit or applicable portion thereof only upon receipt of, and in accordance with, written instructions signed by Buyer and Seller, or the final order of a court of competent jurisdiction.
Seller’s Notice. Escrow Agent shall promptly deliver a copy of Seller’s Notice to Buyer. Buyer shall have three (3) business days after receipt of the copy of Seller’s Notice to deliver written notice to Escrow Agent and Seller objecting to the release of the Deposit or applicable portion thereof to Seller (“
Examples of Seller’s Notice in a sentence
Seller’s termination of this Agreement will be effective five (5) Business Days after Seller’s Notice to terminate is given to Buyer.
Upon receipt of such Notice, Buyer shall acknowledge receipt of Seller’s Notice and provide Seller, by 8:00 am PPT the day before the requested Initial Performance Test, a dispatch instruction to Seller to provide Distribution Services at the Contract Capacity, provided that such date is no later than the Initial Performance Test Critical Milestone date specified in Appendix VI.
Subject to Section 8.1(a), Buyer shall have the right, but not the obligation, to terminate this Agreement if, during the Delivery Term, Seller’s Force Majeure event has a duration of sixty (60) consecutive Delivery Days from the date of Seller’s Notice to Buyer pursuant to Section 8.1(b) (“Force Majeure Failure”).
More Definitions of Seller’s Notice
Seller’s Notice. Period”), to cure or remove the objections made or deemed to have been made by Buyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches to the Real Property subsequent to the conclusion of the Title Review Period. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. Should Seller elect to attempt to cure or remove any objection, Seller shall have fifteen (15) days from the conclusion of the Title Review Period (“Cure Period”) in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure within the Cure Period, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any objections Seller has not elected to cure shall be deemed an election by Buyer to waive its objections as to all Title Defects that are not Pre-Disapproved Exceptions and/or that Seller has not agreed to release or cure. If at anytime prior to the Closing Date, Buyer receives a new, updated or supplemental title commitment or Survey and such new, updated or supplemental title commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within three (3) business days after receiving such new, updated or supplemental title commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto.
Seller’s Notice shall have the meaning set forth in Section 2.5(b).
Seller’s Notice shall set forth: (A) the number of shares of Common Stock subject to the proposed sale, (B) the name and address of the proposed purchaser, and (C) the proposed amount of consideration and terms and conditions of payment offered by such proposed purchaser. The Company shall promptly, and in any event within 30 days of the Company’s receipt of the Seller’s Notice, deliver or cause to be delivered the Seller’s Notice to each Holder. A Holder may exercise the tag-along right by delivery of a written notice (the “Tag-Along Notice”) to the Seller within 30 days of the date the Company delivered or caused to be delivered the Seller’s Notice. The Tag-Along Notice shall state the number of shares of Common Stock that the Holder proposes to include in the proposed sale, up to the maximum pro rata share described above. If a Holder entitled to participate therein delivers a Tag-Along Notice, such holder shall be obligated to sell that number of shares of Common Stock specified in the Tag-Along Notice upon the same terms and conditions as those under which the Seller is selling, conditioned upon and contemporaneously with completion of the Seller’s sale of its shares of Common Stock. If no Tag-Along Notice is received during the 30-day period referred to above, the Seller shall have the right for a 120-day period to effect the proposed sale of shares of Common Stock on terms and conditions no more favorable to the Seller than those stated in the Seller’s Notice and in accordance with the provisions of this Section 2.3.
Seller’s Notice has the meaning given such term in Section 5.01(a).
Seller’s Notice shall set forth: (i) the Sharing Ratio of the Membership Interest subject to the proposed Transfer; (ii) the name and address of the proposed transferee (the “Tag-Along Transferee”); and (iii) the proposed amount of consideration and terms and conditions of payment offered by such Tag-Along Transferee. A Remaining Member may exercise the tag-along right to Transfer, on the same terms and conditions as the Seller shall Transfer its Membership Interest, a pro rata portion of such Remaining Member’s Membership Interest, based on the respective Sharing Ratios of the Seller and such Remaining Member, by delivery of a written notice (the “Tag-Along Notice”) to the Seller within 15 days of the date the Seller delivered the Seller’s Notice. The offer of such Remaining Member contained in such Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Remaining Member shall be bound and obligated to Transfer its Membership Interest on the terms and conditions set forth in the Seller’s Notice; provided, however, that if the Tag-Along Transferee is unwilling to purchase all of the Membership Interests proposed to be transferred by the Seller and such Remaining Member, then the Seller and such Remaining Member shall reduce, on a pro rata basis, based on their respective Sharing Ratios, the amount of such Membership Interests that each otherwise would have Transferred so as to permit the Seller and such Remaining Member to Transfer the amount of Membership Interests (determined in accordance with such Sharing Ratios) that the Tag-Along Transferee is willing to purchase; provided, further, that if the principal terms of the proposed Transfer change with the result that the consideration for the Remaining Member’s Membership Interest shall be less than 95% of the price for such Membership Interest set forth in the Tag Along Notice or the other principal terms shall be materially less favorable to the Seller and such Remaining Member than those set forth in the Seller’s Notice, such Remaining Member shall be permitted to withdraw the offer contained in his Tag Along Notice and shall be released from his obligations thereunder. If no Tag-Along Notice is received during the 15-day period referred to above, the Seller shall have the right for a 120-day period to effect the proposed Transfer of Membership Interests on terms and conditions no more favorable than those stated in the notice and in accordance with the provisions of this Section 14.2.
Seller’s Notice shall have the meaning specified in Section 7.2.
Seller’s Notice is defined in Section 14.2(b).