Objection by Seller Clause Samples

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...
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Objection by Seller. On or prior to the last day of the Review Period, Seller may object to the Closing NWC Statement or the related computation of Closing Net Working Capital by delivering to Purchaser a written statement setting forth in reasonable detail Seller’s objections thereto (the “Statement of Objections”); provided that the only valid bases for the Statement of Objections shall be limited to (i) whether the amounts set forth on the Closing NWC Statement were obtained from and in accordance with the books and records of the Business and prepared in a manner consistent (including the basis of calculation of individual line items and the determination of allowances and reserves) with the Seller Accounting Procedures or (ii) whether there were errors of fact or mathematical errors in the Closing NWC Statement or in calculating Closing Net Working Capital. If Seller fails to deliver a Statement of Objections in accordance with this Section 2.6(d) within the Review Period, (A) the Closing NWC Statement (and related computation of Closing Net Working Capital) shall be deemed to have been accepted by Seller and shall be final and binding on the Parties, and (B) such computation of Closing Net Working Capital shall be used in computing the Adjustment Amount. If Seller delivers the Statement of Objections to Purchaser within the Review Period, Purchaser and Seller shall negotiate in good faith to resolve such objections, and any objections that are resolved by a written agreement between Purchaser and Seller shall be final and binding on the Parties.
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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.
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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.
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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,
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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.
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Objection by Seller. If within thirty (30) days after the delivery of the Buyer's Request, Escrow Agent shall have received an acknowledgement from Seller that it also received Buyer's Request but shall not have received written notice from Seller questioning the propriety or the amount of Damages of such claim or the number of Indemnification Escrow Shares and/or Supplemental Escrow Shares specified in such request (such amount of Damages and number of shares shall be an "Undisputed Claim"), then Escrow Agent shall forthwith transfer the number of Indemnification Escrow Shares and/or Supplemental Escrow Shares specified in such request in accordance with Sections 4(d) and 6 below. If, however, on or before thirty (30) days after the delivery of the Buyer's Request, Escrow Agent shall receive written notice from Seller (a "Dispute Notice") questioning the propriety or the amount of Damages of such claim or the number of Indemnification Escrow Shares and/or Supplemental Escrow Shares specified in such request, Escrow Agent shall within three (3) Business Days after receipt of such notice transfer some or all of the Indemnification Escrow Shares and/or the Supplemental Escrow Shares in accordance with Sections 4(d) and 6 below if any amount of Damages and corresponding number of shares specified in Buyer's Request are not questioned by Seller (such amount of Damages and number of shares shall be treated as an Undisputed Claim hereunder). Seller shall send a copy of any Dispute Notices to Buyer simultaneously as sending any such notices to Escrow Agent.
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Related to Objection by Seller

  • Termination by Purchaser This contract shall be terminated, upon election and written notice by ▇▇▇▇▇▇▇▇▇, if Catastrophic Damage rate rede- termination under BT3.32 shows that the appraised

  • Termination by Seller (i) This Agreement may be terminated by Seller at any time prior to the Closing, if (A) Purchaser shall have breached or failed to comply, in any material respect, with any of Purchaser’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 Purchaser contained in this Agreement, in the case of clauses (A) and (B), such breach, failure or inaccuracy would give rise to the failure of a condition set forth in Section 7.02 to be satisfied, and Seller shall have given Purchaser a reasonable opportunity to cure (if capable of being cured prior to the Closing) any such failure or inaccuracy to so comply before the Closing, 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 Seller; provided, that Seller may terminate this Agreement pursuant to this Section 9.01(b)(ii) only if at the time of termination (x) Seller is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and (y) Seller has satisfied those conditions set forth in Section 7.01 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 Seller if the Closing shall not have occurred on or before the Outside Date; provided, that (A) Seller may terminate this Agreement pursuant to this Section 9.01(c)(ii) only if at the time of termination (x) Seller is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement and (y) Seller has satisfied those conditions set forth in Section 7.01 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) Seller may not terminate this Agreement pursuant to this Section 9.01(c)(ii) during the pendency of any Legal Proceeding brought by Purchaser for specific performance of Seller’s obligation to consummate the Closing pursuant to Section 10.15. (iii) This Agreement may be terminated by Seller if (i) all of the conditions set forth in Section 7.01 shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, provided that each of which is capable of being satisfied at the Closing if the Closing were to occur at such time), (ii) Purchaser shall not have received the proceeds of the Financing, (iii) Purchaser shall have failed to consummate the Closing by the date the Closing is required to have occurred pursuant to Section 3.01 and, in the event such failure occurs more than five (5) Business Days prior to the Outside Date, such failure shall not have been cured within five (5) Business Days after written notice thereof has been given by Seller to Purchaser, (iv) at the time of termination, Seller is not in material breach of any representations, warranties, covenants or agreements contained in this Agreement, and (v) Seller is ready, willing and able to consummate the Closing; provided, that Seller may not rely upon this Section 9.01(c)(iii) to terminate this Agreement if Seller’s material breach of any representations, warranties, covenants or agreements contained in this Agreement, even if subsequently cured, directly caused Purchaser’s failure to receive the proceeds of the Financing within the time period specified by this Section 9.01(c)(iii). (iv) This Agreement may be terminated by Seller at any time prior to the Closing, if a final, non-appealable Closing Legal Impediment shall be in effect; provided, that Seller may not rely upon this Section 9.01(c)(iv) to terminate this Agreement if Seller’s failure to fulfill any obligation or condition under this Agreement materially contributed to the cause of such Closing Legal Impediment.

  • Investigation by Purchaser Purchaser acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company, which investigation, review and analysis was done by Purchaser and its Affiliates and/or Representatives. Purchaser acknowledges that it has had a full and fair opportunity to conduct such review, investigation, physical inspection and testing of the Assets of the Company, including without limitation, the Facilities and the Leased Real Property, as Purchaser deems necessary or advisable in connection with its acquisition of Company pursuant to this Agreement, and Purchaser has satisfied itself as to the condition of the Assets. In entering into this Agreement, Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and has not relied on any factual representations, statements or opinions of Seller or its Representatives (except the specific and express warranties of the Seller set forth in Articles III and IV and the Disclosure Schedules thereto), including factual representations or opinions stated by the Seller or its Representatives during the course of the independent investigation, whether given orally or in writing. Purchaser hereby agrees and acknowledges that (a) other than the express warranties and representations made in Articles III and IV, none of the Seller, its Affiliates or its Representatives make or have made, and Purchaser has not and will not rely upon, any representation or warranty, express or implied, with respect to the Company or its Assets as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Company or its business by Purchaser after Closing, or (iii) the probable success or profitability of Company or its business after Closing, and (b) except in the event of any intentional, fraudulent misrepresentation of a material fact by Seller, none of Seller, its Affiliates or its Representatives will be subject to any liability to Purchaser or to any other Person resulting from the distribution to Purchaser, its Affiliates or Representatives of, or Purchaser’s use of, any information relating to the Company, its business or the Assets, and any information, documents, or material made available to Purchaser, whether orally or in writing, in certain “data rooms”, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or in any other form during the independent investigation or otherwise in expectation of the transactions contemplated by this Agreement. Purchaser acknowledges that by proceeding with the Closing on its purchase of the Company, it will forever waive all claims against Seller or its Affiliates related to the condition of the Assets, including without limitation, all claims based on Environmental Conditions, and shall assume all defects in and all risks associated with the Assets.

  • 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 Seller shall, and shall cause the Company to, afford the officers, employees and authorized representatives of Buyer (including independent public accountants and attorneys) reasonable access during normal business hours, upon reasonable advance notice, to the offices, properties, employees, Contracts and business and financial records (including computer files, retrieval programs and similar documentation) of the Company and its Affiliates to the extent Buyer shall reasonably deem necessary and shall furnish to Buyer or its authorized representatives such additional information concerning the Equity Interests, the Business and the assets, properties and operations of the Company and its Affiliates as shall be reasonably requested, including all such information as shall be reasonably necessary to enable Buyer or its representatives to verify the accuracy of the representations and warranties contained in this Agreement, to verify that the covenants of Seller contained in this Agreement have been complied with and to determine whether the conditions set forth in ARTICLE IX have been satisfied; provided, however, that: (i) Seller and the Company shall not be required to violate any Requirements of Laws or Orders or obligation of confidentiality to which Seller or the Company is subject or to waive any attorney-client privilege which any of them may possess 30 in discharging their obligations pursuant to this Section 7.1; (ii) Seller and the Company shall not be required to furnish or otherwise make available to Buyer nonpublic personal information of borrowers; and (iii) Buyer shall not, without the prior written consent of Seller, contact or communicate with any correspondent lender of the Company with respect to or in connection with the transactions contemplated by this Agreement. Buyer agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Business. No investigation made by Buyer or its representatives hereunder shall affect the representations and warranties of Seller hereunder. Prior to the Closing, Buyer shall use its commercially reasonable efforts to notify Seller if, to the Knowledge of Buyer, Seller is in breach of its representations and warranties hereunder; provided that failure to give such notice shall not relieve Seller of its indemnification obligations hereunder except (and only) to the extent that Seller shall have been materially prejudiced by such failure.