Review by Purchaser Sample Clauses

Review by Purchaser. Within ten (10) days after receipt of each of the Commitment and the Survey as provided for in this Section 3, Purchaser shall notify Seller in writing of any title or survey matters, as applicable, of which Purchaser disapproves. Any matters set forth in the Commitment and Survey not disapproved by Purchaser pursuant to this Section 3(d) shall be deemed to be approved by Purchaser. In the event Purchaser so notifies Seller of any matters which it disapproves, other than Permitted Exceptions and those which Seller shall agree by written notice to Purchaser to discharge at or before Closing, within fifteen (15) days after Purchaser's notice of disapproval Seller shall have the right, but not the obligation, to eliminate or cure such disapproved matters or to make arrangements, satisfactory to Purchaser, to have such disapproved matters eliminated or cured prior to the Closing. Notwithstanding the foregoing, Seller shall be obligated to cure (and may use any proceeds of the sale for such purpose) all objections to title set forth below (herein referred to as "Monetary Objections"):
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Review by Purchaser. (a) The Vendor must provide the Purchaser and its advisers with reasonable access to the working papers provided to the Auditor under clause 9.2(a) during the period from the time that the Auditor reports under clause 9.2(b) to the Adjustment Date.
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Review by Purchaser. Purchaser and its representatives shall have access to all books and records of Seller as it deems necessary or advisable to become familiar with Seller’s business prior to the Closing Date, and in the event of a termination of this Agreement, Purchaser shall keep confidential all such information in accordance with Section 24.
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Review by Purchaser. Following receipt of the Auditors' Report, Purchaser will be afforded a period of thirty (30) days to review the Auditors' Report. At or before the end of that period, Purchaser will either (i) accept the Auditors' Report in its entirety, in which case the aggregate book value of assets included in the Acquired Assets and the aggregate book amount of liabilities included in the Assumed Liabilities will be deemed to be as set forth on the Auditors' Report, or (ii) deliver to TRW and the Auditors written notice and a detailed written explanation of those items in the Auditors' Report which Purchaser disputes, in which case the aggregate book value of the Acquired Assets and the aggregate book amount of the Assumed Liabilities not affected by the disputed items will be deemed to be as set forth on the Auditors' Report. Within a further period of thirty (30) days from the end of the aforementioned review period, the parties will attempt to resolve in good faith any disputed items. Failing such resolution, the unresolved disputed items will be referred for final binding resolution to another nationally-recognized firm of certified public accountants mutually acceptable to TRW and Purchaser. The aggregate book value of Acquired Assets and aggregate book amount of Assumed Liabilities affected by such unresolved disputed items (if any) will be deemed to be as determined by such firm in accordance with the accounting principles described in Section 2.7(c) within thirty (30) days of such reference.
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Review by Purchaser. Purchaser shall have the right to review Seller's computation of the adjustment of the Closing Date Payment and Seller's computation of the Royalty Adjustment Amount for a period of up to 90 days following the Closing. If, as a result of such review, Purchaser disagrees with any aspect of such computations, Purchaser shall deliver a written notice of disagreement (prior to the expiration of the 90 day review period) to Seller setting forth the basis for such dispute in reasonable detail. Upon receipt of such notice, Seller and Purchaser shall meet and confer and shall attempt in good faith to resolve such dispute for a period of at least 15 days, or such longer period as they shall mutually agree. If Seller and Purchaser cannot reach agreement within such 15 day (or longer) period, then such dispute shall be referred to an independent certified public accounting firm that does not currently perform accounting services for Purchaser, Seller or any affiliate of Purchaser or Seller (an "Independent Auditor") and the Independent Auditor shall, as promptly as may be reasonably practicable, resolve such disagreement, which determination shall be final and binding on Seller and Purchaser. Upon making such determination, the Independent Auditor shall promptly notify both Seller and Purchaser of the correct amount by which the Closing Date Payment should have been adjusted and Purchaser or Seller, as the case may be, shall, within five (5) business days of the receipt of such notice, make such payment as shall be necessary to achieve the result that the Closing Date Payment was adjusted by the correct amount. In connection with the resolution of any such disagreement, Seller and Purchaser shall pay their own legal and accounting fees and expenses and shall each bear one half of the fees and expenses of any Independent Auditor
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Review by Purchaser. In connection with Purchaser’s review of the Estimated Closing Statement, the Sellers and the Company shall work in good faith with Purchaser in order for Purchaser to understand the Sellers’ Representative’s computations to confirm the accuracy of the Estimated Closing Statement and the amounts set forth therein. In connection with such review, the Purchaser may propose adjustments (including pro-rations of expenses) that it deems appropriate. The Sellers’ Representative and the Company shall consider in good faith any such adjustments to the Estimated Closing Statement proposed by the Purchaser and shall revise the Estimated Closing Statement to reflect any agreed upon adjustments, and such updated statement shall constitute the Estimated Closing Statement for purposes of this Agreement; provided, however, that to the extent the Purchaser and the Sellers’ Representative cannot resolve any differences related to such calculations prior to the Closing, the parties hereto will proceed based upon the Estimated Closing Statement as prepared by the Sellers’ Representative (inclusive of any agreed adjustments) and, in no event, will such discussions delay the Closing. The Purchaser shall pay the Closing Purchase Price set forth on the Estimated Closing Statement (inclusive of agreed adjustments) as provided in Section 3.3 below. The parties agree that the Closing Purchase Price shall be further adjusted after the Closing in accordance with the procedures set forth in Section 4.1 and Section 4.2.
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Review by Purchaser 
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Related to Review by Purchaser

  • Investigation by Purchaser Seller will (a) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the PSE Colstrip Interests, to Seller's accountants and, subject to the terms and conditions of the Colstrip Contracts, to the Assets (including, to the extent it is within Seller's power to do so, access to the Colstrip 1, 2, 3 and 4 site), but only to the extent that such access does not unreasonably interfere with Seller's business and the operation of the Assets, (b) make available to Purchaser and its Representatives, upon request, a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, WUTC or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and all such information and data (including copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, and other Books and Records) concerning the ownership, operation and maintenance of the PSE Colstrip Interests and the Assets and the Assumed Liabilities as Purchaser or its Representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other documents, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract, License or Environmental Permit applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.07. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreements; provided, however, that Seller shall not be obligated, in connection with such cooperation or consent, to take any action or enter into any agreement that would have any adverse effect on Seller or any of its rights or benefits under this Agreement or the Operative Agreements.

  • By Purchaser Purchaser represents and warrants to Seller that:

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company that it is an "accredited investor" within the meaning of Regulation D under the Securities Act.

  • Performance by Purchaser Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing Date.

  • Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller the following:

  • Breach by Purchaser Subject to Section 8.3 below, in the event that Purchaser breaches any of its covenants, representations or warranties set forth in this Agreement, including failure by Purchaser to consummate this Agreement for any reason, except Seller’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Seller, as its sole and exclusive remedy, may terminate this Agreement and thereupon shall be entitled to receive the Xxxxxxx Money as liquidated damages (and not as a penalty). Seller and Purchaser have made this provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and Seller and Purchaser agree that the Xxxxxxx Money represents a reasonable forecast of such damages.

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

  • Investigation by Buyer Buyer has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Companies and acknowledges that Sellers have provided Buyer with the access requested by Buyer to the personnel, properties, premises and records of the Companies for this purpose. In entering into this Agreement, Buyer has relied upon its own investigation and analysis as well as the representations and warranties of Sellers contained in this Agreement and the Ancillary Agreements, and Buyer (a) acknowledges that none of Sellers, the Companies or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (b) agrees, to the fullest extent permitted by law, that neither Sellers, the Companies nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement with respect to the representations and warranties of Sellers in Article III and subject to the limitations and restrictions contained in this Agreement.

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

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