Review by Buyer Sample Clauses
Review by Buyer. Buyer may conduct, at its sole cost, such title examination or investigation, and other examinations and investigations, as it may in its sole discretion choose to conduct with respect to the Properties in order to determine whether Defects (as below defined) exist. Buyer’s investigation regarding any environmental matters, shall be limited to conducting a Phase I Environmental Site Assessment on the Oil and Gas Properties. Should, as a result of such examinations and investigations, or otherwise, one or more matters come to Buyer's attention which would constitute a Defect, and should there be one or more of such Defects which Buyer is unwilling to waive and close the transaction contemplated hereby notwithstanding the fact that such Defects exist, Buyer shall notify Seller in writing of such Defects as soon as the same are identified by Buyer (such Defects of which Buyer so provides notice are herein called "Asserted Defects"), but in no event later than March 27, 2007 (“Defect Deadline”). Such notification shall include, for each Asserted Defect, (i) a description of the Asserted Defect and the xxxxx and/or units listed on Schedule I to which it relates and all supporting documentation reasonably necessary to fully describe the basis for the Defect, (ii) for each applicable well or unit , the size of any variance from "Net Revenue Interest" or "Working Interest" which does or could result from such Asserted Defect and (iii) the Defect Amount that Buyer proposes for such Asserted Defect. All Defects with respect to which Buyer fails to so give Seller notice will be deemed waived for all purposes. All access to Seller’s records and the Properties in connection with such due diligence shall be subject and pursuant to Section 6.1 (including, without limitation, the exculpation and indemnification provisions contained in Section 6.1(c)).
Review by Buyer. Upon receipt of the draft Modification, Buyer shall review it and determine in good faith whether such draft Modification reflects an item that has a material adverse effect on the representation or warranty to which it relates.
Review by Buyer. Seller has made available to Buyer prior to the date hereof complete and correct copies of all Material Contracts (and related contract files or customer correspondence).
Review by Buyer. For the period beginning on the date of this Agreement until Closing, Buyer may conduct, at its sole cost, such title examination or investigation and such other investigations as it may, in its sole discretion choose to conduct with respect to the assets and properties of PEI in order to determine whether any Defect (as defined below) exists. If, as a result of such examinations and investigations, one or more matters come to Buyer's attention which would constitute a Defect which Buyer is unwilling to waive, Buyer shall notify Seller in writing of such Defect as soon as reasonably practicable prior to the Closing Date (such Defects of which Buyer so provides notice are called "Asserted Defects"). Such notification shall include a description of the Asserted Defect and the property to which it relates, all supporting documentation necessary to describe the basis for the Defect and the amount by which Buyer proposes to adjust the Purchase Price.
Review by Buyer. 20 Section 3.11
Review by Buyer. During the 30-day period following Buyer's receipt of the Statement of Working Capital, Buyer and its independent auditors, if any, shall be permitted to review and make copies reasonably required of (i) the working papers of Seller and the non-proprietary working papers of Seller's independent auditors used in connection with the preparation of the Statement of Working Capital and (ii) any supporting schedules, analyses and other documentation relating to the Statement of Working Capital. The Statement of Working Capital shall become final and binding upon the parties on the thirtieth (30th) day following delivery thereof, unless Buyer gives written notice of its disagreement with the Statement of Working Capital ("Notice of Disagreement") to Seller prior to the close of business on the last day of such 30-day period. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted, (B) only include disagreements based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 1.4, and (C) be accompanied by a signed certificate by Buyer that it has complied with the covenants set forth in Section 1.4.
Review by Buyer. If the Buyer reasonably determines from its initial review of such Basic Papers that they are incomplete or incorrect and that such condition of incompleteness or incorrectness is correctable and returns the subject Basic Papers to the Seller for corrective action under a Trust Receipt, then the affected Purchased Loan(s) shall not be required to be repurchased by the Seller unless and until the Seller fails to correct and return such Basic Papers to the Buyer within ten (10) Business Days after the Buyer so returned them to the Seller. If following such review the related Purchased Loan appears on an Exception Report, then such Purchased Loan shall be excluded from any determination of Purchase Value until such Purchased Loan has been removed from the Exception Report and all Basic Papers for such Purchased Loan are in the possession of the Buyer. The Buyer will issue to the Seller an Exception Report for such Files that it discovers contain errors or omissions either by fax or electronically, in each case within one (1) Business Day after the Buyer’s review of the Files. The Purchased Loans on the Exception Report and Purchased Loans whose Basic Papers are returned to the Seller for correction or completion shall not be included by the Buyer in any calculation of Purchase Value after the related Purchase until all such exceptions relating to it are cured, except to the extent (if any) that the Buyer exercises its discretion under Section 4.2(e) to count and include such Purchased Loans in the calculation of Purchase Value.
Review by Buyer. Buyer may conduct, at its sole cost, such title examination or investigation, and other examinations and investigations, as it may in its sole discretion choose to conduct with respect to the Properties.
Review by Buyer. Upon receipt of all of the Draft --------------- Financial Statements, Buyer shall have 15 days (the "Financial Statements Review Period") to review the Draft Financial Statements. From and after the date hereof, Sellers shall give Buyer and Buyer's personnel and advisors reasonable access at all reasonable times to all books, records and other materials relating to the Division and the Companies and any work papers prepared by or for Sellers (including accountant's work papers), in each case as is reasonably requested.
Review by Buyer. Should, as a result of Buyer’s examinations and investigations, or otherwise, one or more matters come to Buyer’s attention which would constitute a Defect (as below defined), and should there be one or more of such Defects which Buyer is unwilling to waive and close the transaction contemplated hereby notwithstanding the fact that such Defects exist, Buyer shall notify Seller in writing of such Defects (such Defects of which Buyer so provides notice are herein called “Asserted Defects”) as soon as reasonably possible, but in no event later than seven (7) days (“Defect Deadline”) before the Closing Date. Such notification shall include, for each Asserted Defect, (a) a description of the Asserted Defect, and supporting documentation reasonably necessary to describe the basis for the Defect, or if the supporting documentation is contained in Seller’s files, sufficient information to enable Seller to locate such supporting documentation, (b) for each applicable Well or unit, the size of any variance from “Net Revenue Interest” or “Working Interest” which is claimed as a Defect, and (c) the amount by which Buyer would propose to adjust the Base Purchase Price. It is the express intent of the parties hereto that failure of Buyer to provide notice of any Defect by the Defect Deadline shall not constitute a waiver and shall not preclude Buyer from making a claim against Seller pursuant to Section 16.