Buyer's Notice. If at any time after the Closing Buyer has reason to believe that it is entitled to indemnification under Section 9.02, or any claim or dispute exists that could, unless successfully defended, entitle Buyer to indemnification under Section 9.02, Buyer shall give notice to Seller of the facts entitling Buyer to indemnification or the nature of the claim or dispute. The Seller shall have the right to defend, settle or compromise any claim or dispute that would entitle Buyer to indemnification at the Seller's own expense to counsel of their choice which counsel shall be reasonably acceptable to Buyer. If the Seller refuses or fails promptly to defend or compromise any such claim or dispute, or in the event Seller's defense of such claim or dispute is not successful, or if Buyer is otherwise entitled to indemnification under Section 9.02, the Seller will promptly pay or reimburse Buyer in the full amount of any Damages which Buyer becomes obligated to pay or pays or suffers at any time as a result of any of the matters specified in Section 9.02.
Buyer's Notice. This inspection contingency SHALL CONCLUSIVELY BE DEEMED WAIVED 20 unless within days (10 days if not filled in) after mutual acceptance of this Agreement (the “Initial 21 Inspection Period”), Buyer gives notice (1) approving the inspection and waiving this contingency; (2) 22 disapproving the inspection and terminating the Agreement; (3) that Buyer will conduct additional inspections; 23 or (4) proposing repairs to the property or modifications to the Agreement. If Buyer disapproves the inspection 24 and terminates the Agreement, the Xxxxxxx Money shall be refunded to Buyer. If Buyer proposes repairs to the 25 property or modifications to the Agreement, including adjustments to the purchase price or credits for repairs to 26 be performed after Closing, the parties shall negotiate as set forth in paragraph 1.c, below. The parties may 27 use NWMLS Form 35R to give notices required by this Addendum. 28
Buyer's Notice. Buyer agrees to notify Seller prior to Closing of any matter of which Buyer becomes aware of that could reasonably constitute a violation by Seller of any of Seller's warranties, representations, covenants or agreements under this Agreement.
Buyer's Notice. Buyer shall use all reasonable efforts to assure that the warranties and representations herein contained with respect to Buyer are true and correct as of Closing and will give prompt written notice to Seller after the 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.
Buyer's Notice. Exhibitor Number:
Buyer's Notice. Buyer shall promptly notify Health Watch or the Queens of:
(i) any notice or other communication of which Buyer has knowledge from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement;
(ii) any notice or other communication of which Buyer has knowledge from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement;
(iii) any actions, suits, charges, complaints, claims, investigations or proceedings commenced or, to Buyer's knowledge, threatened against, relating to, involving or otherwise affecting, Buyer which, if pending on the date of this Agreement would have been required to be disclosed pursuant to the Exhibits hereto or which relate to the consummation of the transactions contemplated by this Agreement; or
(iv) any materially adverse event which would impair the ability of Buyer to consummate the transactions contemplated by this Agreement (other than as set forth in this Agreement).
Buyer's Notice. If for any or no reason Buyer, in its sole and absolute discretion, is not satisfied with the results of such inspections, interviews, tests or any other fact or situation with respect to the Property, then in such event Buyer shall have the right to terminate this Agreement by giving Seller and the Escrow Agent written notice thereof (the “Buyer’s Notice”) on or before the expiration of the Review Period, and this Agreement shall be immediately terminated upon Buyer’s delivery of the Buyer’s Notice to Seller. The Seller shall be under no obligation in any event to extend the Review Period. The Buyer’s Notice need not set forth the reason for such termination. Buyer’s failure to deliver the Buyer’s Notice on or before the expiration of the Review Period shall be deemed a waiver of Buyer’s right to terminate this Agreement under this Section 3.03 and the terms of this Agreement shall continue to bind the parties. Seller acknowledges that although Buyer has received information regarding the environmental condition of the Property, Buyer has not completed its review and has not waived its rights to further evaluate such conditions during the Review Period.
Buyer's Notice. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the following shall be conditions precedent to Buyer's obligation to notify Escrow Agent of Buyer's satisfaction with certain elements of the transaction represented hereby such that Buyer gives the notice ("Buyer's Notice") to the Escrow Agent contemplated by Paragraph 8(b) of the Escrow Agreement attached hereto as Exhibit 9(i) and to be executed by all parties upon execution hereof:
(1) Seller and Controlled Companies currently own approximately fifty-one percent (51%) of the issued and outstanding Stock of Company. It shall be a condition precedent to Buyer giving Buyer's Notice that, on or before April 30, 1998 (as such date may be extended on one or more occasions by notice from either party, such extension being permitted up to and no later than June 30, 1998), Seller shall have acquired (or have obtained the absolute and unencumbered right to purchase and/or cause the transfer of) Additional Stock equal to at least approximately twenty-nine percent (29%) of all issued and outstanding Company Stock, title to all of which shall be transferred to Buyer in accordance with this Agreement, such that Seller shall transfer in total a minimum of eighty percent (80%) of all issued and outstanding Company Stock;
(2) Buyer shall have received from the firm of Coopers and Xxxxxxx an opinion and/or auditor's certificate dated as of December 31, 1997, satisfactory to Buyer and sufficient to satisfy the requirements of SEC Regulation S-X;
(3) Seller and Company shall not be in breach of any of their representations, warranties, duties or obligations hereunder and all of Seller's and Company's representations and warranties described in Paragraph 4 hereof shall be true and correct;
(4) Any amendments required by Paragraphs 4(a)(22) and/or 4(a)(25) hereof shall have been made and provided to Buyer and Buyer shall be fully satisfied, in Buyer's sole discretion, with the contents and information in such amendments;
(5) All liabilities described in Paragraph 5(e) hereof shall be satisfied in full;
(6) There shall be a resolution satisfactory to Buyer of the Radet Debt;
(7) Buyer shall have received an opinion from counsel to Company and Seller that the Additional Stock meets all of the requirements of Paragraph 9(a)(2) hereof and a certificate representing such Additional Stock shall have been delivered to Buyer in accordance with the provisions of Paragraph 10(a) hereof, whereupon ...
Buyer's Notice. The alleged breaches of representations and covenants which Buyer has notified Seller pursuant to Section 11.06 shall not, in Seller's reasonable judgment, expose Seller to Damages in excess of twenty million dollars ($20,000,000.00). If Closing does not occur because this condition cannot be satisfied, neither Party shall be considered in default.
Buyer's Notice. Not later than ten (10) days prior to the Closing Date, and, again, on the Closing Date prior to the Closing, Buyer shall notify Seller of any breaches of representations or covenants herein by Seller or the Company of which Buyer has Knowledge at the time of such notice and with respect to which a prior notice has not been given pursuant to Section 11.06.
