Seller's Notice. Within three (3) business days of commencement of construction of the Coke Plant, Seller shall provide Purchasers Written notice of same. Thereafter, Seller shall provide Purchasers with Written progress reports not less than once per quarter until the construction of the Coke Plant is completed and Commencement of Coke Production has been achieved. Furthermore, Seller will provide Purchasers with at least five (5) months advance Written notice regarding the date on which initial production of Coke at the Coke Plant is estimated to commence.
Seller's Notice. Seller shall use all reasonable efforts to assure that the warranties and representations herein contained with respect to Seller are true and correct as of Closing and will give prompt written notice to Buyer after execution of this Agreement and before Closing of any matter which affects any warranty or representation herein contained or which renders such warranty or representation untrue. The phrase "to Seller's knowledge" as used in Section 4.1 shall mean only that Seller has made commercially reasonable efforts to ascertain the truth of the statement in which it is utilized.
Seller's Notice. Seller shall have 20 business days after receipt of Purchaser's notification in which to notify Purchaser whether or not it elects to cure or remove any of the disapproved exceptions of which Seller receives notice pursuant to Section 5.4.1. Seller's failure to so notify Purchaser shall constitute Seller's agreement to remove all such exceptions on or before the Closing Date. Seller shall remove all exceptions it agrees to remove both from the real estate records and from the Title Commitment on or before the Closing Date.
Seller's Notice. If Buyer shall determine that no revision or adjustment to the 1997 Gross Profit Amount or Gross Profit Statement is necessary, it shall so notify the Schedule 1.03 Sellers in accordance with the terms of Section 10.01 hereof within 15 days of receipt of the Schedule 1.03
Seller's Notice. If the Buyer does not notify the Schedule 1.03 Sellers within such 15 day period, it shall be deemed to have determined that no revision or adjustment to the 1997 Gross Profit Amount or Gross Profit Statement is appropriate. If the Schedule 1.03 Sellers disagree with the Buyer's revised or adjusted calculation of 1997 Gross Profit Amount or Gross Profit Statement or its determination that no revision or adjustment is appropriate, such Sellers may, within 30 days of the Buyer's delivery of the revised 1997 Gross Profit Amount or Gross Profit Statement or its determination that no revision is appropriate, request, in accordance with the terms of Section 10.01 hereof, arbitration of such matter by any of the Boston, Massachusetts offices of the four largest, nationally recognized, accounting firms not currently representing the Buyer or any entity affiliated with any of the Schedule 1.03 Sellers (the "Arbitration Accountants"), provided that Buyer shall be entitled on each request for arbitration to disqualify the first choice of the Schedule 1.03 Sellers if it reasonably believes it might be prejudiced in any way thereby. Copies of such request for arbitration shall be sent concurrently to Buyer in accordance with Section 10.01. If no request is made within the 30 day period after the Buyer's delivery of the revised 1997 Gross Profit Amount or revised Gross Profit Statement or determination that no revision is necessary, the Schedule 1.03 Sellers shall be conclusively deemed to have accepted such revised 1997 Gross Profit Amount or revised Gross Profit Statement or determination that no revision is necessary and, in the case of a Gross Profit Statement, shall be bound by Buyer's calculation of the Earnout Payments in connection therewith. If arbitration is requested, the Buyer and the Schedule 1.03 Sellers shall cooperate with the Arbitration Accountants in furnishing information and shall have the right to present to the Arbitration Accountants their views on the issues in dispute. The review of the Arbitration Accountants and its calculation of 1997 Gross Profit Amount or Gross Profit set forth on a Gross Profit Statement shall be governed by the terms of this Section 1.03 and its decision rendered with respect to the disputed issues shall be final. The fees and expenses of the Arbitration Accountants shall be paid by the party whose calculation of 1997 Gross Profit Amount or Gross Profit set forth on a Gross Profit Statement (which, in the case of the Buy...
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Seller's Notice. Wherever in this Contract the words "Seller has received no written notice" (or words of similar effect) are utilized, such phrase shall be deemed to mean Seller has not received written notice during the time it has owned the Property of the fact or circumstance in which such phrase qualifies.
Seller's Notice. If to Seller: American Wireless Systems, Inc. 0000 X. Xxxxxxx Drive, Suite 220 Scottsdale, AZ 85250 Attn: President Telecopier: (000) 000-0000 With a Copy to: O'Xxxxxx Xxxxxxxx Xxx Xxxx Xxxxxxxxx Xxxx Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxx, Esq. Telecopier: (000) 000-0000
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Seller's Notice. If Purchaser states in the Purchaser's Notice its intention to give Seller an opportunity to cure Purchaser's dissatisfaction before Purchaser terminates this Contract and includes therein the basis for Purchaser's dissatisfaction, then Seller shall have the right, but not the obligation, by delivery of written notice (the "Seller's Notice") to Purchaser within five (5) business days after Seller's receipt of the Purchaser's Notice, to elect either to (i) cure any such matter to the reasonable satisfaction of Purchaser at Seller's sole cost and expense, (ii) proceed to Closing, and reduce the Purchase Price by an amount equal to the cost to Purchaser of any such cure, or (iii) terminate the Contract. In the event Seller fails to deliver the Seller's Notice within such five (5) business day period, Seller shall be deemed to have waived Seller's rights to cure; the Xxxxxxx Money Deposit shall be returned to Purchaser, as Purchaser's sole and exclusive remedy; and this Contract shall be deemed terminated. If Seller delivers a Seller's Notice, Seller and Purchaser agree in good faith to reasonably determine, within five (5) business days after delivery of the Seller's Notice, the method, timing, cost and means to cure any such objectionable item, or the cost to Purchaser of any such cure, as the case may be. In the event Seller and Purchaser are unable, after the exercise of good faith efforts, to agree in writing on the curative action required or the amount to be reduced from the Purchase Price as a credit for the cost to cure, as the case may be, within such five (5) business day period, then, this Contract shall be deemed automatically terminated, and the Xxxxxxx Money Deposit shall be returned to Purchaser, as Purchaser's sole and exclusive remedy.
