Objection by the Representative Sample Clauses

Objection by the Representative. If the Representative disagrees with the Closing Statement and Buyer’s calculations of the Closing Tangible Net Worth and the TNW Adjustment Amount, the Representative may, on or prior to the last day of the Review Period, deliver to Buyer a written statement setting forth in reasonable detail objections thereto (the “Statement of Objections”), provided that the only valid basis for the Statement of Objections shall be limited to (i) whether the amounts set forth on the Closing Statement were properly derived from and in accordance with the books and records of Buyer and the Companies and properly prepared in a manner consistent with the Preliminary Closing Statement, or (ii) whether there were mathematical or clerical errors in the Closing Statement or calculations based thereon. If the Representative does not deliver a Statement of Objections to Buyer that complies with this Section 3.6(c) within the Review Period, (x) the proposed Closing Statement shall be deemed to have been accepted and shall be final, binding and conclusive on the parties and (y) the calculations based thereon shall be used to compute the TNW Adjustment Amount. If the Representative delivers a Statement of Objections to Buyer that complies with this Section 3.6(c) within the Review Period, Buyer and the Representative shall negotiate in good faith to resolve such objections, and any objections that are resolved by a written agreement between Buyer and the Representative shall be final, binding and conclusive on the parties.
Sample 1
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Objection by the Representative. The Closing Balance Sheet and the Calculation shall be final and binding on the parties unless the Representative objects to any matter in the Closing Balance Sheet or the Calculation within thirty (30) calendar days after receipt of the Closing Balance Sheet and the Calculation by: (i) notifying Brigxx xx writing of such objection; and (ii) delivering to Brigxx x xetailed statement describing the basis for such objection along with the Representative's calculation of the Cash Amount. If Brigxx xxxees with the objection of the Representative and the calculations of the Representative, the amount paid by Brigxx xxxsuant to Section 2.5(a) of this Agreement shall be adjusted in the manner set forth in Section 2.6(h) of this Agreement. If Brigxx xxxs not agree with the objection of the Representative or with the calculations of the Representative, Brigxx xxxll, within fifteen (15) calendar days after receipt of the objection of the Representative, notify the Representative in writing of such fact.
Sample 1
Objection by the Representative. The EBITDA calculation provided by Brigxx xxxsuant to Section 2.7(b)(i)(B) of this Agreement shall be final and binding on the parties unless the Representative objects thereto within thirty (30) calendar days after receipt of such calculation by: (i) notifying Brigxx xx writing of such objection; and (ii) delivering to Brigxx x xetailed statement describing the basis for such objection along with the Representative's calculation of the EBITDA. If Brigxx xxxees with the objection of the Representative and the EBITDA calculation of the Representative, Brigxx xxxll pay any additional Earnout payment resulting from the EBITDA calculation of the Representative by promptly depositing the same with the Paying Agent for delivery to the Shareholders. If Brigxx xxxs not agree with the objection of the Representative or with the EBITDA calculation of the Representative, Brigxx xxxll, within fifteen (15) calendar days after receipt of the objection of the Representative, notify the Representative in writing of such fact. The parties shall thereafter use reasonable efforts to resolve the dispute; provided, if they are unable to resolve their dispute within thirty (30) days following the expiration of the fifteen (15) day period described above, by notice by Brigxx xx the Representative to the other, the disagreement between the Representative and Brigxx xxx then be submitted to, and resolved by, Independent Accountants in the manner set forth in Sections 2.6(f) and (g) of this Agreement. If, following such resolution, an additional Earnout payment is owed by Brigxx, xx amount equal to such additional Earnout payment shall be deposited with the Paying Agent within ten (10) calendar days after the date of determination, along with interest on the amount due from September 30, 2002 to and including the date paid in full at the interest rate set forth in Section 2.6(h)(ii) of this Agreement.
Sample 1

Related to Objection by the Representative

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office.

  • Action by the Partners A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests held by Limited Partners. The notice shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven days nor more than 30 days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of the Limited Partners or of the Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.1.

  • Termination by the Purchaser This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if:

  • Resignation by the Agents Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by notifying the Lenders and the U.S. Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor with the consent of the U.S. Borrower (not to be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required Lenders and approved by the U.S. Borrower and shall have accepted such appointment within 45 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Ancillary Lenders with the consent of the U.S. Borrower (not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank with an office in New York, New York and an office in London, England (or a bank having an Affiliate with such an office) having a combined capital and surplus having a Dollar Equivalent that is not less than $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Agent hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After the Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

  • Representation by the Fund The Fund represents that a copy of its Articles of Incorporation, dated May 13, 1992, together with all amendments thereto, is on file in the Department of Assessments and Taxation of the State of Maryland.

  • Action by the Trustees The Board of Trustees or any committee thereof shall act by majority vote of those present at a meeting duly called (including a meeting by telephonic or other electronic means, unless the 1940 Act requires that a particular action be taken only at a meeting of the Trustees in person) at which a quorum required by the Bylaws is present. Any action that may be taken by the Board of Trustees or any committee thereof by majority vote at a meeting duly called and at which a quorum required by the Bylaws is present, may also be taken by written consent of at least seventy-five percent (75%) of the Trustees or members of the committee, as the case may be, without a meeting, provided that the writing or writings are filed with the minutes of proceedings of the Board or committee. Written consents or waivers of the Trustees may be executed in one or more counterparts. Any written consent or waiver may be provided and delivered to the Trust by any means by which notice may be given to a Trustee. Subject to the requirements of this Agreement and the 1940 Act, the Trustees by Majority Trustee Vote may delegate to any Trustee or Trustees authority to approve particular matters or take particular actions on behalf of the Trust.

  • Resignation by the Agent (a) The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written notice (as provided in the Agreement) to the Debtors and the Secured Parties. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below.

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Action by the Company The Company shall act only by or under the authority of its Member.

  • Action by the Committee The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.

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