Pre-Closing Inspections and Fixes Sample Clauses

Pre-Closing Inspections and Fixes. Prior to the Closing, Townsquare and Cumulus shall each have a right to conduct, at its own expense, inspections of the material items of Cumulus Tangible Personal Property and Townsquare Tangible Personal Property, respectively, to determine whether such material items of Cumulus Tangible Personal Property and Townsquare Tangible Personal Property, as applicable, are in the condition described in Sections 2.6 and 3.6, respectively. Station access for such assessments shall be provided by Townsquare and Cumulus during normal business hours and upon reasonable advance written notice provided to Townsquare or Cumulus, as applicable, by the other party. If during such inspections, Townsquare or Cumulus identifies any (i) such assets are not in the condition described in Sections 2.6 or 3.6, as applicable, and the current condition of such assets has a material impact on the operation of the Townsquare Station(s) or the Cumulus Station(s), as applicable, to which such assets relate; or (ii) the Townsquare Station(s) or the Cumulus Station(s), as applicable, are not operating in compliance in all material respects with the terms of the FCC Licenses, the Communications Act, and the FCC Rules (the “Assets to be Repaired”), then Townsquare or Cumulus, as the case may be, shall notify the other party in writing thereof prior to Closing and provide a written statement setting forth the Assets to be Repaired. Townsquare or Cumulus, as the case may be, may provide a written objection to the Assets to be Repaired. Townsquare or Cumulus, as the case may be, will use commercially reasonable efforts to repair or replace any mutually agreed upon Assets to be Repaired or, alternatively, the Parties may mutually agree to an adjustment to the Cash Consideration in an amount equal to reasonable costs and expenses associated necessary to repair and correct such Assets to be Repaired.
Sample 1
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Pre-Closing Inspections and Fixes. Prior to the Closing, Townsquare shall have a right to conduct, at its own expense, inspections of the material items of Tangible Personal Property to determine whether such material items of Tangible Personal Property are in the condition described in Section 3.6, above. Station access for such assessments shall be provided by Cumulus during normal business hours and upon reasonable advance written notice provided to Cumulus by Townsquare. If during such inspections, Townsquare identifies any (i) such assets are not in the condition described in Section 3.6, above, and the current condition of such assets has a material impact on the operation of the Station(s) to which such assets relate; or (ii) Stations that are not operating in compliance in all material respects with the terms of the FCC Licenses, the Communications Act, and the FCC Rules (the “Assets to be Repaired”), then Townsquare shall notify Cumulus in writing thereof prior to the Closing and provide a written statement setting forth the Assets to be Repaired. Cumulus may provide a written objection to the Assets to be Repaired. Cumulus will use commercially reasonable efforts to repair or replace any mutually agreed upon Assets to be Repaired or, alternatively, the Parties may mutually agree to an adjustment to reduce the Cash Consideration in an amount equal to reasonable costs and expenses necessary to repair and correct such Assets to be Repaired.
Sample 1

Related to Pre-Closing Inspections and Fixes

  • Seller’s Conditions for Closing Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

  • Site Visits and Inspections; Regulatory Examinations During the term of this Agreement, authorized representatives of the Fund may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Fund under or pursuant to this Agreement. Such inspections shall be conducted at the Fund’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Fund and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Fund’s representatives to execute a confidentiality agreement before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to the Fund’s governmental regulators, at the Fund’s expense, solely to (i) the Fund’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to the Fund under the Agreement.

  • Buyer’s Conditions for Closing Unless otherwise waived in writing, and without prejudice to Buyer’s right to cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to declare this Contract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Property Inspections The Servicer shall conduct property inspections in accordance with the milestones of the repair and rehabilitation plan for such Mortgaged Property and prepare Property Inspection Reports on any Mortgaged Property involving property damage over $15,000. The Servicer shall furnish a copy of the repair and rehabilitation plan for such Mortgaged Property to the Master Servicer upon request.

  • Buyer’s Closing Documents On the Closing Date, Buyer will execute and deliver to Seller the following (collectively, “Buyer’s Closing Documents”):

  • Seller’s Closing Documents For and in consideration of, and as a -------------------------- condition precedent to, Purchaser's delivery to Seller of the Purchase Price described in Paragraph 3 hereof, Seller shall obtain or execute, at Seller's expense, and deliver to Purchaser at Closing the following documents (all of which shall be duly executed, acknowledged, and notarized where required and shall survive the Closing):

  • Buyer's Closing Obligations At the Closing, Buyer shall:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

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