Objection by Seller Sample Clauses

Objection by Seller. On or prior to the last day of the Review Period, ------------------- Seller may object to the Closing Statement by delivering to Buyer a written statement setting forth in reasonable detail Seller's objections to the Closing Statement and/or the computation of net assets (the "Statement of Objections"). ----------------------- If Seller fails to deliver a Statement of Objections within the Review Period, the Closing Statement and computation of net assets shall be deemed to have been accepted by Seller and shall be final and binding on the parties and the net assets reflected in the Closing Statement shall be used in computing the Adjustment Amount described in Section 2.8(h) below. If Seller delivers a Statement of Objections within the Review Period, Seller and Buyer shall negotiate in good faith to resolve such objections, and any objections that are resolved by a written agreement between Buyer and Seller shall be final and binding on the parties for purposes of the Closing Statement.
Sample 1
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Objection by Seller. Following delivery of the Buyer Closing Balance Sheet and Buyer Closing Statement, (i) Buyer and Seller shall reasonably cooperate with and assist each other in resolving any items disputed by Seller in good faith, including by making available and granting reasonable access to records and employees of the Company, and (ii) Seller shall have a period of forty-five (45) days after delivery of the Buyer Closing Balance Sheet and Buyer Closing Statement (the “Objection Period”), to deliver to Buyer a statement (the “Objection Statement”) setting forth any objections that Seller may have to the Buyer Closing Balance Sheet and Buyer Closing Statement, including a reasonably detailed explanation of the basis for each such objection along with reasonably detailed supporting calculations. If Seller does not deliver to Buyer an Objection Statement by the end of the Objection Period, or if during the Objection Period Seller delivers to Buyer written notice that Seller accepts the Buyer Closing Balance Sheet, the Buyer Closing Statement and Buyer’s calculation of the Purchase Price, then the Buyer Closing Balance Sheet, the Buyer Closing Statement and Buyer’s calculation of the Purchase Price shall be considered final, conclusive and binding. If Seller does deliver an Objection Statement by the end of the Objection Period, Seller and Buyer shall attempt in good faith to resolve any disputed items. If Seller and Buyer are unable to resolve all or any of the disputed items within forty-five (45) days after delivery of the Objection Statement (the “Resolution Period”), then the remaining disputed items shall be submitted to the Accounting Firm to act as an arbitrator to resolve such disputed items in accordance with the standards set forth in this Section 2.5(b), any and all such matters to be in the form of a written brief and oral presentations, in each case delivered or presented to the Accounting Firm within forty-five (45) days after the end of the Resolution Period. The scope of the disputes to be resolved by the Accounting Firm shall be limited to only those items that Seller objected to in the Objection Statement and that Buyer and Seller were unable to resolve during the Resolution Period. The Accounting Firm’s decision shall be based solely on the written submissions and oral presentations by Seller and Buyer and their respective representatives and not by independent review. The Accounting Firm shall be instructed that, with respect to each disputed item, the...
Sample 1
Objection by Seller. If Seller disagrees in good faith with Buyer’s calculation of Closing Net Working Capital as set forth in the Closing Statement delivered pursuant to Section 3.2(b), Seller may, on or prior to the last day of the Review Period, deliver to Buyer a written notice of disagreement (the “Notice of Disagreement”) setting forth in reasonable detail those items or amounts included in the Closing Statement as to which Seller disagrees and the basis for such disagreement. Seller shall be deemed to have agreed with all other items and amounts set forth in the Closing Statement other than those specified in the Notice of Disagreement. If Seller does not deliver a Notice of Disagreement to Buyer that complies with this Section 3.2(d) within the Review Period, (x) the Closing Statement delivered pursuant to Section 3.2(b) shall be deemed to have been accepted and shall be final, binding and conclusive on the parties and (y) the calculation of Closing Net Working Capital set forth therein shall be used to compute the Working Capital Adjustment Amount. If Seller delivers a Notice of Disagreement to Buyer that complies with this Section 3.2(d) within the Review Period, Buyer and Seller shall, during the twenty (20) days following such delivery, negotiate in good faith to resolve in writing the matters specified in the Notice of Disagreement. Any such matters that are resolved by a written agreement between Buyer and Seller shall be final, binding and conclusive on the parties.
Sample 1
Objection by Seller. If the Seller objects to any matter in the Closing Financial Statements or the Calculation in accordance with this Agreement, the Seller shall, within thirty (30) calendar days after receipt of the deliveries described in Section 2.4(a) of this Agreement: (i) notify the Buyer in writing of such objection; and (ii) deliver to the Buyer the calculation by the Seller of the amounts of the Closing Net Worth, Net Worth Shortfall,
Sample 1
Objection by Seller. On or prior to the last day of the Review Period, Seller may object to the calculation of the Final Purchase Price by delivering to Buyer a written statement setting forth Seller’s objections to the calculation of the Final Purchase Price and a reasonable basis for such objections, including, in reasonable detail, the specific items of the calculation of the Final Purchase Price to which such objections relate (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections within the Review Period, Buyer’s calculation of the Final Purchase Price shall be deemed to have been accepted by Seller and shall be final and binding and shall be used in computing the Adjustment Amount. If Seller delivers the Statement of Objections within the Review Period, subject to Section 1.4(d) below, Seller and Buyer shall negotiate in good faith to resolve such objections, and, if the same are so resolved, the calculation of the Final Purchase Price with such changes as may have been previously agreed in writing by Seller and Buyer shall be final and binding and shall be used in computing the Adjustment Amount. To the extent a matter is not set forth in the Statement of Objections, such matter shall be deemed to have been accepted and agreed to by Seller and all such matters and any amounts related thereto shall be final and binding and shall be used in computing the Adjustment Amount.
Sample 1
Objection by Seller. Within fifteen (15) days following receipt of the Cumulative Cash Collections Calculation, Seller may object to the Cumulative Cash Collections Calculation by giving written notice to Purchaser setting forth the reasons for Seller’s objection and Seller’s proposed adjustments to Purchaser’s calculation (“Seller’s Objection”). If Seller fails to object to the Cumulative Collections Calculation within such fifteen (15) day period, Seller will be deemed to have conclusively agreed with and shall be bound by the Cumulative Cash Collections Calculation for the purposes of this Section 2, and such Cumulative Cash Collections Calculation will be used for calculating the Earnout Payment in accordance with Section 3 below. If Seller objects to the Cumulative Cash Collections Calculation, Purchaser and Seller shall confer in good faith for a period of up to fifteen (15) days following Purchaser’s receipt of Seller’s Objection (the “Resolution Period”) to attempt to reach agreement regarding such calculation. If Purchaser and Seller are unable to reach agreement during the Resolution Period, then Purchaser and Seller shall confer in good faith for up to five (5) days to agree on a nationally recognized independent accounting firm, which shall not be the regular accounting firm of Purchaser or Seller (the “Resolution Firm”) to resolve the outstanding disagreement in accordance with the procedures set forth below; provided, however, that if the Parties cannot agree on a Resolution Firm, then each of Seller and Purchaser will select a nationally recognized accounting firm and the two firms selected by Seller and Purchaser will select the Resolution Firm. The Resolution Firm will review the Cumulative Cash Collections Calculation, Seller’s Objection, the underlying data supporting each of Purchaser’s and Seller’s calculations and such other information as the Resolution Firm reasonably deems appropriate and make a final written determination of the Cumulative Cash Collections Calculation, which determination shall be conclusive and binding on Seller and Purchaser, and be used for the calculation of the Earnout Payment under Section 3 below. Purchaser and Seller shall take all reasonable actions to facilitate the Resolution Firm’s review of the Cumulative Cash Collections Calculation, including, without limitation, granting the Resolution Firm access to the relevant Books and Records of the Business and promptly responding to substantive inquiries made by the Resolution F...
Sample 1
Objection by Seller. On or prior to the last day of the Review Period, Seller may object to Buyer’s calculation of the Purchase Price Adjustment Items by delivering to Buyer a written statement setting forth a reasonable basis for Seller’s objections to Buyer’s calculation of the Purchase Price Adjustment Items (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections within the Review Period, Buyer’s calculation of the Purchase Price Adjustment Items shall be deemed to have been accepted by Seller and shall be used in computing the difference between the Purchase Price and the Closing Payment (the “Adjustment Amount”). If Seller delivers the Statement of Objections within the Review Period, Seller and Buyer shall negotiate in good faith to resolve such objections, and, if the same are so resolved, the calculation of the Purchase Price with such changes to the Purchase Price Adjustment Items as may have been previously agreed in writing by Seller and Buyer shall be final and binding.
Sample 1
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Related to Objection by Seller

  • Termination by Purchaser (i) This Agreement may be terminated by Purchaser at any time prior to the Closing, if (A) Seller shall have breached or failed to comply, in any material respect, with any of Seller’s covenants or agreements contained in this Agreement or (B) there shall have been a breach of or inaccuracy in any material respect when made with one or more of the representations or warranties of Seller contained in this Agreement and, in the case of clauses (A) and (B) above, such breach, failure or inaccuracy would give rise to the failure of a condition set forth in Section 7.01 to be satisfied, which breach, failure or inaccuracy is not cured (if capable of being cured prior to the Closing) within thirty (30) days (or by the Outside Date, if sooner) after receiving notice thereof from Purchaser; provided, that Purchaser may terminate this Agreement pursuant to this Section 9.01(b)(ii) only if at the time of termination (x) Purchaser is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and (y) Purchaser has satisfied those conditions set forth in Section 7.02 required to be satisfied by it (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable of being satisfied at the Closing). (ii) This Agreement may be terminated by Purchaser if the Closing shall not have occurred on or before the Outside Date; provided, however, that (A) Purchaser may terminate this Agreement pursuant to this Section 9.01(b)(ii) only if at the time of termination (x) Purchaser is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and (y) Purchaser has satisfied those conditions set forth in Section 7.02 required to be satisfied by it (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which is capable of being satisfied at the Closing) and (B) Purchaser may not terminate this Agreement pursuant to this Section 9.01(b)(ii) during the pendency of any Legal Proceeding brought by Seller for specific performance of Purchaser’s obligation to consummate the Closing pursuant to Section 10.15. (iii) This Agreement may be terminated by Purchaser at any time prior to the Closing, if a final, non-appealable Closing Legal Impediment shall be in effect; provided, that Purchaser may not rely upon this Section 9.01(b)(iii) to terminate this Agreement if Purchaser’s failure to fulfill any obligation or condition under this Agreement materially contributed to the cause of such Closing Legal Impediment.

  • Termination by Seller Subject to any limitations imposed by Law, Seller may terminate this Agreement for any of the following grounds. (1) Buyer’s failure to comply with any provision of this Agreement, which provision is both reasonable and of material significance to the relationship under this Agreement; (2) Buyer’s failure to exert good faith efforts to carry out the provisions of this Agreement; (3) The occurrence of an event which is relevant to the relationship under this Agreement and as a result of which termination of this Agreement is reasonable, including, without limitation, the following events: (i) Buyer’s fraud or criminal misconduct relevant to the operation of Buyer’s business, Buyer’s Marketing Premises, or Buyer’s Outlets; (ii) Buyer’s declaration of bankruptcy or judicial determination of insolvency of Buyer; (iii) Buyer’s continuing severe physical or mental disability if Buyer is an individual, or if Buyer is a partnership or corporation, the disability of any individual who is currently in “control” of the ownership interest (“control” being the authority to direct the operations of Buyer and to have or exercise management responsibility) of at least 3 months that renders Buyer unable to provide for the continued proper operation of Buyer’s Marketing Premises or Buyer’s Outlets; (iv) Loss of Seller’s right to grant the right to use the Identifications, which are the subject of the franchise; (v) Buyer’s failure to pay to Seller in a timely manner when due all sums to which Seller is legally entitled; (vi) Buyer’s failure to operate Buyer’s Marketing Premises for 7 consecutive days, or such lesser period which under the facts and circumstances constitutes an unreasonable period of time; (vii) Buyer’s willful adulteration, mislabeling, or misbranding of motor fuels or other trademark violations; (viii) Buyer’s knowing failure to comply with the Laws relevant to the operation of Buyer’s business, Buyer’s Marketing Premises, or Buyer’s Outlets; (ix) Buyer’s conviction of any felony involving moral turpitude; (x) Subject to Article 22(b), Buyer’s death if Buyer is an individual, or if Buyer is a partnership or corporation, the death of any individual who is currently in “control” of the ownership interest of Buyer (“control” being the authority to direct the operations of Buyer and to have or exercise management responsibility); and (xi) Buyer’s failure to comply with Buyer’s obligations relating to Insurance set forth in Article 21. (4) A determination is made by Seller in good faith and in the normal course of business to withdraw from marketing of motor fuel through retail outlets in the relevant geographic market area in which Buyer’s Outlets are located; (5) Termination by Seller for cause of any other agreement between Buyer and Seller pertaining to this facility. (6) Any other ground for which termination is provided for in this Agreement or is otherwise allowed by the PMPA or other applicable Law.

  • Investigation by Purchaser (a) Each Buyer Party acknowledges that it and its representatives have been permitted reasonable access to the Books and Records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other Properties of the Acquired Companies, and that it and its representatives have had a reasonable opportunity to meet with the officers and employees of the Acquired Companies to discuss the Business. Each of the Buyer Parties further acknowledges that, except as set forth in this Agreement or any of the Ancillary Agreements, the Schedules and the certificates to be delivered at the Closing, (i) none of Seller, the Acquired Companies or any other Person has made any representation or warranty, expressed or implied, as to the Acquired Companies or the accuracy or completeness of any information regarding the Acquired Companies furnished or made available to the Buyer Parties and their respective representatives, (ii) neither Buyer Party has relied on any representation or warranty from Seller, the Acquired Companies or any other Person in determining to enter into this Agreement, and (iii) neither Seller nor any other Person shall have or be subject to any liability to the Buyer Parties or any other Person resulting from the distribution to the Buyer Parties or any other Person, or the Buyer Parties’ or any other Person’s use of, any information, documents or material made available to the Buyers Parties’ or any other Person in any “data rooms,” management presentations or in any other form in expectation of the Transactions. (b) As of the date of this Agreement, the Buyer Parties and their respective Affiliates do not have any actual knowledge that the representations and warranties of Seller made in this Agreement qualified as to materiality are not true and correct, or that those not so qualified are not true and correct in any material respect. The Buyer Parties do not have any actual knowledge of any material errors in, or omissions from, any Schedule.

  • Termination by Buyer This Agreement may be terminated by Buyer and the purchase and sale of the Station abandoned, if Buyer is not then in material default, upon written notice to Seller, upon the occurrence of any of the following:

  • Investigation by Buyer Buyer has undertaken an independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business and has performed all due diligence that it has deemed necessary to perform concerning the Business, the Purchased Assets, and the Assumed Obligations in connection with its decision to enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and acknowledges that Buyer and Buyer’s Representatives have been provided access to the personnel, properties, premises and records of Seller for such purpose. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer: (a) acknowledges that none of Seller or any of its Affiliates or any of Seller’s Representatives makes or has made any representation or warranty, of any kind or nature whatsoever, oral or written, express or implied (including, but not limited to, any relating to (a) projections, estimates or budgets delivered or made available to Buyer (or any of its Affiliates, officers, directors, employees or representatives) of, except as set forth in Section 5.4, the future results of operations (or any component thereof), cash flows or financial condition (or any component thereof), of the Business; (b) future business, operations, revenues or profits of the Business; (c) maintenance, repair, condition, design, performance, value, merchantability or fitness for any particular purpose of the Purchased Assets; or (d) as to the accuracy or completeness of any of the information provided or made available to Buyer or Buyer’s Representatives), except for those representations and warranties expressly set forth in Article V of ‎this Agreement (as qualified by the Seller Disclosure Schedules), and Seller hereby disclaims any such other representations or warranties; (b) agrees, to the fullest extent permitted by applicable Law, that none of Seller or any of its Affiliates or any of Seller’s Representatives shall have any liability or responsibility whatsoever to Buyer on any basis based upon any information provided or made available, or statements made, to Buyer or Buyer’s Representatives (including any forecasts or projected information), except that the foregoing limitations shall not apply with respect to Seller to the extent Seller has liability for indemnification pursuant to ‎Article IX for the breach of the specific representations and warranties set forth in ‎Article V of this Agreement (as qualified by the Seller Disclosure Schedules), but always subject to the limitations and restrictions contained herein; (c) acknowledges that, except as expressly set forth in this Agreement, there are no representations or warranties of any kind, express or implied, with respect to the Business, the Purchased Assets or the Assumed Obligations; and (d) none of Seller, its Affiliates or Seller’s Representatives shall have any liability or responsibility based upon any information provided or made available or statements made or omissions therefrom to Buyer, its Affiliates or their respective Representatives, except as and only to the extent expressly set forth in ‎Article V of this Agreement (as qualified by the Seller Disclosure Schedules).

  • Action by Holders Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

  • Termination by Parent This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of Parent if: (a) the Board of Directors of the Company shall have made a Company Change in Recommendation; provided, however, that Parent will not have the right to terminate this Agreement pursuant to this Section 7.04(a) if the Company Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.02(a) or 6.02(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following notice to the Company from Parent of such breach or failure by the earlier of (x) the 30th day following such notice and (y) the Termination Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.04(b) if Parent is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Section 6.03(a) or Section 6.03(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Parent Requisite Vote being obtained, (i) if the Board of Directors of Parent authorizes Parent, to the extent permitted by and subject to complying with the terms of Section 5.03, to enter into an Alternative Parent Acquisition Agreement with respect to a Parent Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, Parent, subject to complying with the terms of Section 5.03, enters into an Alternative Parent Acquisition Agreement providing for a Parent Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, Parent pays to the Company in immediately available funds any fees required to be paid pursuant to Section 7.05(c).

  • Action by Agent The obligations of the Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article 6.

  • Indemnification by Sellers Subject to the other terms and conditions of this ARTICLE 10 and the terms and conditions set forth in ARTICLE 13, Sellers, severally and not jointly (pro rata in accordance with the portion of the Purchase Price received by each Seller), shall indemnify, defend, reimburse and hold harmless Buyer, its Affiliates, successors and assigns and the respective officers, directors, employees, attorneys, agents and stockholders of the foregoing (the “Buyer Indemnified Parties”) from and against any and all Losses incurred or sustained by, or imposed upon, such Buyer Indemnified Party based upon, arising out of, with respect to, relating to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in ARTICLE 2 hereunder or the Company in ARTICLE 3, provided that no Seller shall have any obligation hereunder with respect to any inaccuracy in or breach of any of the representations and warranties of any other Seller; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement; (c) any Company Transaction Expenses or Indebtedness outstanding as of the Closing to the extent not paid or satisfied by the Company or Sellers at or prior to the Closing; (d) any Taxes for the Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period) to the extent not included in the computation of Company Transaction Expenses or Closing Net Working Capital (collectively, “Pre-Closing Taxes”), to the extent that such Taxes have not been reimbursed under a claim made under the R&W Insurance Policy; or (e) any of the matters set forth on Section 10.1(e) of the Buyer Disclosure Schedule. Any claims arising out of clauses (b), (c), (d), or (e) of this Section 10.1 are referred to herein as “Excluded Claims.”

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