Notice of Objections. 9.3.1 If Buyer fails to notify Seller in writing prior to the expiration of the Due Diligence Period of any objections to any matter discovered within the Due Diligence Period, Buyer will be deemed to have approved matters referred to therein or otherwise deemed relevant to Buyer in respect of the Real Property., and Buyer shall be deemed to have satisfied and waived its conditions pursuant to Section 8.1.1 and 8.1.2 above and this Section 9.
9.3.2 If Buyer notifies Seller in writing prior to the expiration of the Due Diligence Period of any objections to any matters relating to the Real Property within the Due Diligence Period, the parties will have five (5) business days to discuss resolution of the objection(s). This Agreement does not require either party to agree to a solution. If the parties cannot agree within the five (5) business day period as to resolution of the objection(s), then Buyer may terminate this Agreement by written notice to Seller and Escrow Holder, which notice must be given within three (3) business days after the expiration of the five (5) business day period and, as its sole remedy, Buyer will be entitled to the return of the Xxxxxxx Money Deposit, including any interest that may have accrued on any portion thereof in Escrow before its release. Any charges of the Title Company charged to cancel Escrow or to cancel title commitments, will be borne equally by Seller and Buyer.
Notice of Objections. Within thirty (30) days of Xxxxx’s receipt from the Title Company of a Title Commitment for any of the parcels of Real Property, Buyer shall deliver to Seller a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same, along with Xxxxx’s notice to Seller of any of the exceptions to title set forth on Schedule B of such Title Commitment to which Buyer objects (such notice of Buyer being referred to as the “Objection Notice”) provided such exceptions (a) are not Permitted Liens, (b) pertain to the Buyer or any requirements, conditions or obligations of the Buyer, (c) are matters of record and set forth in the Title Commitment and adversely restrict or prevent the use of the Real Property in the operation of the System and (d) are not standard Title Company exceptions (such as the “survey” exception) (such exceptions objected to in the Objection Notice, provided the same are not as described in (a) through and including (d) aforesaid, being referred to as the “Title Objection Items”). The Buyer shall include a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same in the Objection Notice. If Buyer provides the Seller with an Objection Notice, the Seller shall use its commercially reasonable efforts to have all of the Title Objection Items cured, satisfied or released of record, or insured over, by the Title Company (individually, “Cure” and collectively, “Cured”) before or as of the Closing. At or before the Closing, the Seller shall deliver written evidence to Buyer, in form and substance reasonably satisfactory to Buyer, evidencing that Seller has Cured all such Title Objection Items. For avoidance of doubt, Xxxxx acknowledges that no item listed in clauses (a) through and including (d) aforesaid, may be objected to by Xxxxx as a Title Objection Item.
Notice of Objections. Within forty five (45) days of Buyer’s receipt from the Seller (or the Abstractor or an engineer) of the information described in subsection 6.05(a), Buyer shall deliver to Seller written notice identifying the encumbrances on the Easements that, in Buyer’s reasonable opinion, could materially and adversely restrict or prevent the use of the Easements in the operation of the System, (an “Easement Objection Notice”). Buyer shall not be permitted to include in its Easement Objection Notice any encumbrances that: (a) are Permitted Liens, (b) pertain to the Buyer or any requirements, conditions or obligations of the Buyer, or (c) are matters of record and set forth in the Abstractor’s search results that do not, in Buyer’s reasonable opinion, materially and adversely restrict or prevent the use of the Easements in the operation of the System (specifically including mortgages or other instruments securing indebtedness incurred by the owner of the land burdened by the Easement) (such exceptions objected to in the Objection Notice, the “Easement Objection Items.” If Buyer provides the Seller with an Easement Objection Notice, the Seller shall use commercially reasonable efforts to have the Easement Objection Items Cured, prior to or as of the Closing. If Seller is unable to Cure any Easement Objection Item, Seller shall grant Buyer a license, pursuant to Section 6.05(d), in all of Seller’s rights necessary to access Easements and operate and maintain the System until such time as Buyer is provided title to such Easement as provided for in this Agreement.
Notice of Objections. 9.2.1 If Buyer fails to notify Seller in writing of any objections to the items set forth in Section 9.1.2 on or before the expiration of the Due Diligence Period, Buyer shall be conclusively deemed to have approved such items.
9.2.2 If Buyer, in its sole discretion, notifies Seller in writing of any objections to the condition of the Property or any other matters relating to the Property and/or operation or financial condition of the Property as set forth in Section 9.1.2 on or before the expiration of the Due Diligence Period, the parties will have five (5) business days to agree upon a resolution of the objection(s). If the parties cannot agree within the five (5) business day period, then Buyer may terminate this Agreement by delivering written notice to Seller (which notice must be given within three (3) business days after the expiration of the five (5) business day period), in which event the Deposit and any interest accrued thereon will be returned to Buyer, and all rights and obligations of the parties existing hereunder shall terminate and be of no further force or effect, except any rights and obligations which are expressly stated to survive the termination of this Agreement.
Notice of Objections. 9.2.1 If Buyer fails to notify Seller in writing of any objections to the items set forth in Section 9.1.2 on or before the expiration of the Additional Property Inspection Period with respect to the applicable Additional Property, Buyer shall be conclusively deemed to have approved such items.
9.2.2 If Buyer notifies Seller in writing of any objections to the condition of one or both of the Additional Properties or any other matters relating to one or both of the Additional Properties and/or the operation or financial condition of one or both of the Additional Properties as set forth in Section 9.1.2 on or before the expiration of the Additional Property Inspection Period, the parties will have three (3) business days to agree upon a resolution of the objection(s). If the parties cannot agree within the three (3) business day period, then Buyer may terminate the Agreement (with respect to the applicable Additional Property only) by delivering written notice to Additional Seller (which notice must be given within two (2) business days after the expiration of the three (3) business day period), in which event all rights and obligations of the parties existing under the Agreement (with respect to the applicable Additional Property only) shall terminate and be of no further force or effect, except any rights and obligations which are expressly stated to survive the termination of this Agreement. The Hillside Closing Date and/or applicable Westlake Closing Date shall be appropriately extended by the time periods set forth herein for the parties to take the actions described above.
Notice of Objections. During the Environmental Due Diligence Period, Buyer may notify Seller in writing of any objections relating to any aspects of the Subject Assets relating to one or more Branches (the "Affected Branches") pertaining to physical condition, presence of any Hazardous Substances, compliance with all applicable Environmental Laws, any matters disclosed in the Phase I's or Asbestos Surveys, any matters disclosed by Seller or about which Seller provided representations or warranties in this Section 4.4, or any matters disclosed in any Environmental Assessments.
(A) In the event that Buyer fails to so notify Seller of any such objections, Buyer shall be deemed to have approved such items.
(B) In the event, however, that Buyer notifies Seller in writing and within the Environmental Due Diligence Period of any such objections, the parties will have a period of ten (10) Business Days to agree upon a resolution of the objection(s). If the parties cannot agree within such period of ten (10) Business Days, then within five (5) Business Days after the expiration of such period either party may initiate a proceeding to resolve such objections pursuant to the procedures set forth in Section 9.4 of this Agreement; provided, however, that within such five (5) Business Days the Seller in its sole discretion may, in a case where Buyer has notified Seller of objections with respect to Branch Real Estate or Improvements, elect to remove the Branch Real Estate and Improvements relating to the Affected Branches from the Assets to be sold and transferred to Buyer, in which event (I) the consideration payable under Article 3 shall automatically be adjusted accordingly and (II) commencing on the Closing Date Buyer shall lease the Branch Real Estate and Improvements relating to the Affected Branches from Seller for a period of at least six (6) months, at a rental rate and on terms to be agreed upon by Buyer and Seller, which rate and terms shall be commercially reasonable and comparable to those for similar properties in the vicinities of the Affected Branches, and provided, further, that if Buyer and Seller do not agree upon the rental rate or one or more such terms within an additional ten (10) Business Days after expiration of the five (5) Business Days referred to above, then the determination of such rate and/or term(s) shall be immediately submitted to arbitration pursuant to the procedures set forth in Section 9.4 of this Agreement. In a case where Buyer has notified Seller of ...
Notice of Objections. The Design Consultant shall give the City immediate written notice within three (3) Days if, at any time during performance of this Agreement, the
Notice of Objections. Within thirty (30) days of Buyer's receipt from the Seller (or the Abstractor) of the information described in subsection (a) above, Buyer shall deliver to Seller an Objection Notice identifying the encumbrances on the Easements that are unacceptable to Buyer, provided such exceptions are not Permitted Liens (an “Easement Objection Notice”). In the event that Buyer provides the Seller with an Easement Objection Notice, the Seller shall use commercially reasonable efforts to have such objections Cured, prior to or as of the Closing. At or prior to the Closing, the Seller shall deliver written evidence to Buyer, in form and substance reasonably satisfactory to Buyer, evidencing that Seller has Cured all objections identified in the Easement Objection Notice. In the event that Seller is unable to Cure any such Objection Item per this Section 6.05(b), Seller or Municipality shall indemnify Buyer for such inability per the terms of Article VIII hereof.
Notice of Objections. If Seller does not deliver a Notice of Objections with respect to the Proposed General Allocation within such thirty (30) day window, then Seller shall be deemed to have accepted the Proposed General Allocation for purposes of this Section 6.01(g). If a Notice of Objections has been duly delivered pursuant to this Section 6.01(g), Seller and Buyer shall attempt to resolve any such objections and arrive at a mutually agreed upon allocation. If Seller and Buyer are unable to reach agreement within thirty (30) days, then any unresolved disputed matters shall be submitted to the Auditor (acting as an expert and not as an arbitrator) for final determination (which determination shall be consistent with Exhibit D). The Auditor shall resolve the disputed matters in accordance with the applicable procedures set forth in Section 2.05, applied mutatis mutandis. The Proposed General Allocation as accepted or as finally agreed or determined (including as adjusted pursuant to this Section 6.01(g)) shall be the “Final Allocation.” Buyer and Seller shall (and shall cause their Affiliates to) file all Tax Returns consistent with the Final Allocation and shall not take any action inconsistent therewith on any Tax Return unless required pursuant to a determination (as defined in Section 1313(a) of the Code or any similar provision of state or local Tax Law); provided, however, that nothing contained herein shall prevent any party from settling, or require any party to litigate before any court, any challenge, proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Final Allocation. Buyer and Seller shall promptly notify each other in the event of any Action by a Governmental Authority regarding the Final Allocation. If the amount of the Consideration is adjusted, the parties shall negotiate in good faith to update the Final Allocation to reflect such adjustment in a manner that is consistent with applicable Law and takes into account the nature of the circumstances giving rise to such adjustment.
Notice of Objections. Within 30 calendar days after the original mailing of the Notice Packets, any Class Member wishing to object to this Settlement must file with the Court and serve on all Parties a written statement of objection. The date of filing and the date on the proof of service will be deemed the exclusive means for determining that a Notice of Objection was filed and served timely. The Notice of Objection must be signed by the Class Member and state: (1) the full name of the Class Member; (2) the dates of employment of the Class Member;
