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. (b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.

  • Termination by the Manager This Agreement may be terminated by the Manager if: (a) the Resident fails to check into their assigned Room within five (5) days of the first day of the Semester; (b) the Resident abandons their Room as detailed in section 8.03 of this Agreement; (c) the Resident decides not to accept the Room they were assigned, or any alternate rooms offered to them during the course of this Agreement; or (d) the Resident violates any of the terms of this Agreement, including violations of the Residence Community Living Standards or Institution Standards. Written Notice of Termination of Residency will be delivered to the Resident, and if necessary, the Manager may notify the Primary or Secondary Contact by phone or e-mail of the termination of the Resident’s residency. If the Resident is unavailable to receive service of the notice in person, then delivery of the notice to the Resident’s Room shall be deemed proper service and delivery. The Resident will be allowed 24 hours from the date and time of delivery of the Notice of Termination of Residency to fully vacate and remove all personal belongings from the Residence.

  • Action by the Trustees (a) The Trustees shall act by majority vote at a meeting duly called at which a quorum is present, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment by means of which all persons participating in the meeting can communicate with each other; or by written consent of a majority of Trustees (or such greater number as may be required by applicable law) without a meeting. A majority of the Trustees shall constitute a quorum at any meeting. Meetings of the Trustees may be called orally or in writing by the President or by any one of the Trustees. Notice of the time, date and place of all Trustees' meetings shall be given to each Trustee as set forth in the By-laws; provided, however, that no notice is required if the Trustees provide for regular or stated meetings. Notice need not be given to any Trustee who attends the meeting without objecting to the lack of notice or who signs a waiver of notice either before or after the meeting. The Trustees by majority vote may delegate to any Trustee or Trustees or committee authority to approve particular matters or take particular actions on behalf of the Trust. Any written consent or waiver may be provided and delivered to the Trust by facsimile or other similar electronic mechanism. (b) A Trustee who with respect to the Trust is not an Interested Person shall be deemed to be independent and disinterested when making any determinations or taking any action as a Trustee, whether pursuant to the 1940 Act, the Delaware Act or otherwise.

  • 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. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, shall appoint a successor Agent hereunder. (c) If a successor Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by the Debtors on demand.

  • Indemnification by the Manager The Trust shall not be responsible for, and the Manager shall indemnify and hold the Trust or any Fund harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties on the part of the Manager or any of its officers, directors, employees or agents.

  • 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.

  • TERMINATION BY THE OWNER The Owner may terminate this Contract in accordance with the following terms and conditions: (A) The Owner may, for any reason whatsoever, terminate performance under this Contract by the Contractor for convenience. The Owner shall give written notice of such termination to the Contractor specifying when termination becomes effective. The Contractor shall incur no further obligations in connection with the work and the Contractor shall stop work when such termination becomes effective. The Contractor shall also terminate outstanding orders and subcontracts. The Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders. The Owner may direct the Contractor to assign the Contractor's right, title and interest under termination orders or subcontracts to the Owner or its designee. The Contractor shall transfer title and deliver to the Owner such completed or partially completed work and materials, equipment, parts, fixtures, information and Contract rights as the Contractor has. When terminated for convenience, the Contractor shall be compensated as follows: (1) The Contractor shall submit a termination claim to the Owner specifying the amounts due because of the termination for convenience together with costs, pricing or other data required by the Owner. If the Contractor fails to file a termination claim within one (1) year from the effective date of termination, the Owner shall pay the Contractor, an amount derived in accordance with Subparagraph (3) below; (2) The Owner and the Contractor may agree to the compensation, if any, due to the Contractor hereunder; (3) Absent agreement to the amount due to the Contractor, the Owner shall pay the Contractor the following amounts: (a) Contract prices for labor, materials, equipment and other services accepted under this Contract; (b) Reasonable costs incurred in preparing to perform and in performing the terminated portion of the work, and in terminating the Contractor's performance, plus a fair and reasonable allowance for direct jobsite overhead and profit thereon (such profit shall not include anticipated profit or consequential damages); provided however, that if it appears that the Contractor would have not profited or would have sustained a loss if the entire Contract would have been completed, no profit shall be allowed or included and the amount of compensation shall be reduced to reflect the anticipated rate of loss, if any; (c) Reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Subparagraph 19(A) of this Paragraph. These costs shall not include amounts paid in accordance with other provisions hereof. The total sum to be paid the Contractor under this Subparagraph 19(A) shall not exceed the total Contract Price, as properly adjusted, reduced by the amount of payments otherwise made, and shall in no event include duplication of payment. (B) If the Contractor does not perform the work, or any part thereof, in a timely manner, supply adequate labor, supervisory personnel or proper equipment or materials, or if it fails to timely discharge its obligations for labor, equipment and materials, or proceeds to disobey applicable law, or otherwise commits a violation of a material provision of this Contract, then the Owner, in addition to any other rights it may have against the Contractor or others, may terminate the performance of the Contractor and assume possession of the Project site and of all materials and equipment at the site and may complete the work. In such case, the Contractor shall not be paid further until the work is complete. After final completion has been achieved, if any portion of the Contract Price, as it may be modified hereunder, remains after the cost to the Owner of completing the work, including all costs and expenses of every nature incurred, has been deducted by the Owner, such remainder shall belong to the Contractor. Otherwise, the Contractor shall pay and make whole the Owner for such cost. This obligation for payment shall survive the termination of the Contract. In the event the employment of the Contractor is terminated by the Owner for cause pursuant to this Subparagraph 19(B) and it is subsequently determined by a Court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a Termination for Convenience under Subparagraph 19(A) and the provisions of Subparagraph 19(A) shall apply.

  • Termination by the Owner for Cause § 16.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials;

  • Representation by the Holder The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

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