Buyer’s Notice of Approval Sample Clauses

Buyer’s Notice of Approval. This Fifth Amendment shall, upon execution hereof by both Buyer and Seller, constitute Buyer’s Notice of Approval under the Purchase Agreement.
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Buyer’s Notice of Approval. (a) All of Buyer’s approvals and disapprovals pursuant to Section 4.1 shall be delivered by Buyer in its sole and absolute discretion. If Buyer approves of its testing, review, analysis, evaluation and inspections pursuant to Sections 4.1.1, 4.1.2, 4.1.3 and 4.1.4, Buyer may elect, in its sole discretion, to give an unconditional notice of approval without objection as to any matter (“Unconditional Approval Notice”) to Seller not later than the expiration of the Due Diligence Period or Buyer may elect, in its sole discretion, to give a notice of disapproval to Seller not later than the expiration of the Due Diligence Period. (b) If Buyer does not timely deliver a notice of disapproval, then Buyer shall be deemed to have approved the results of Buyer’s due diligence investigation (“Due Diligence Approval”). If Buyer’s notice of approval is conditional with respect to any matter or includes objection to any matter (a “Conditional Approval Notice”), Buyer shall be deemed to have disapproved its due diligence review and this Agreement shall terminate in accordance with Section 4.2 unless, within two (2) days, Seller has given Buyer notice that it will attempt to cure all matters objected to and to satisfy all conditions imposed by Buyer (“Seller’s Cure Notice”). (c) Notwithstanding the provisions of the foregoing Section 4.1.5(b) above, Buyer shall have the right, in its sole and absolute discretion, within two (2) days after receipt of Seller’s Cure Notice, to elect to terminate this Agreement, in which event, the Deposit (less the Consideration Amount, which shall be deducted from the Deposit and paid to Seller by Escrow Holder) shall be refunded to Buyer, Escrow shall be cancelled and neither party shall have further rights or obligations under this Agreement, except such rights and obligations as are expressly stated to survive the termination of this Agreement (including Buyer’s indemnity obligations set forth in Section 4.1.4). (d) If, after Seller has delivered its Seller’s Cure Notice and provided Buyer has not exercised its right to terminate this Agreement pursuant to the foregoing Section 4.1.5(c), above, Seller subsequently determines that Seller will be unable to cure any such matter objected to or satisfy any such condition imposed, it shall promptly notify Buyer of such determination and, in that event, Buyer shall either agree, by written notice to Seller and Escrow Agent to be given within two (2) days after its receipt of such notice from Sel...
Sample 1

Related to Buyer’s Notice of Approval

  • Notice of Appeal In the event that an employee who has been laid off out of seniority order believes the decision based upon performance and/or qualifications is incorrect, the employee may request that the Association appeal the Sheriff’s determination. If the Association finds there is good reason to believe that the Sheriff has erred in his decision, it may appeal through the process set forth in this Article. Such appeal shall be filed within five (5) working days of delivery of the layoff notice to the employee.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Waiver of Notice; Approval of Meeting Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.

  • Notice of Completion The Interconnection Customer shall notify the Transmission Provider and the Interconnected Transmission Owner in writing when it has completed construction of (i) the Customer Facility;

  • Renewal Notice; Notification of Changes Subject to governing law, XOOM can renew this Agreement with new or revised Terms. XOOM will send you written notice at least (30) days before the end of the Term. The notice will specify the date by which you must advise XOOM if you do not want to renew your Agreement. If you do not advise XOOM by the specified date, this Agreement will automatically renew at the fixed rate or variable rate then in effect in accordance with the notice. XOOM reserves the right, with fifteen (15) days’ notice, to amend this Agreement to adjust its service to accommodate any change in regulations, law, tariff or other change in procedure required by any third party that may affect XOOM’s ability to continue to serve you under this Agreement.

  • Notice of a License Action Grantee shall notify their contract manager of any action impacting its license to provide services under this Contract within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; x. Xxxx of the license action; and d. License or case reference number.

  • Notice of Regulatory Action To the extent permitted by applicable Law, each Seller shall promptly notify the applicable Purchaser of any action, claim, inquiry, audit, investigation or examination taken or made by a Government Authority that may affect the conduct of a Serviced Appointment and shall consult with such Purchaser as to any changes in duties or other arrangements hereunder to be taken in connection therewith.

  • Notice of Sale Each Pledgor acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.

  • Notice of Sole Control If at any time the Secured Party delivers to the Financial Institution a Notice of Sole Control in substantially the form set forth in Exhibit A hereto (a “Notice of Sole Control”), the Financial Institution agrees that after receipt of such notice, it will take all instructions with respect to the Collateral Accounts solely from the Secured Party and shall not comply with instructions or entitlement orders of any other person.

  • Notice of Commencement A Notice of Commencement shall be filed by the Contractor with the Clerk of the Superior Court in the county in which the Project is located, pursuant to O.C.G.A. §13-10-62.

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