Review by the Seller Sample Clauses

Review by the Seller. In light of the Seller's underwriting -------------------- guidelines, the Seller has reviewed all of the documents constituting each Servicer's Home Loan File and each Indenture Trustee's Home Loan File and has made such inquiries as it deems reasonable under the circumstances to make and confirm the accuracy of the representations set forth herein.
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Review by the Seller. (i) Following receipt of the proposed Closing Balance Sheet and Closing Payment Statement, the Seller shall have a period of forty-five (45) calendar days (the “First Review Period”) to review the proposed Closing Balance Sheet and Closing Payment Statement. During the First Review Period (and during any time up through the Final Determination Date), the Seller and its accountants, and their respective Representatives, shall be entitled to review the proposed Closing Balance Sheet and Closing Payment Statement prepared by the Purchaser and shall have reasonable access during normal business hours to the personnel, books and records, working papers, schedules and calculations of the Purchaser used in the preparation of the Closing Balance Sheet and Closing Payment Statement. At or prior to the end of the First Review Period, the Seller will either (A) accept the Closing Payment Statement in its entirety, in which case Working Capital will be as set forth in the Closing Payment Statement or (B) deliver to the Purchaser a written notice (an “Objection Notice”) containing a written explanation of those items that the Seller disputes.
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Review by the Seller. After receipt of an Earn-Out Schedule, the Seller shall have sixty (60) calendar days after the date of receipt thereof (the “Earn-Out Review Period”) to review that Earn-Out Schedule. During the Earn-Out Review Period, the Seller and its Representatives shall have reasonable access to the books and records of the Business, the personnel of, and work papers prepared by, the Buyer to the extent that they relate to the preparation of the Earn-Out Schedule, to such historical financial information relating thereto as any of the Sellers may reasonably request for the purpose of reviewing the Earn-Out Schedule and to prepare any objections thereto and to the auditors of Buyer, all only in the manner which is needed in order to review such books or records which used in computing the Earn-Out Schedule. The Buyer shall use its commercially reasonable efforts to cause its Representatives and auditor to be made available in order to assist the Seller in the review of such Earn-Out Schedule, provided that such access shall be in a manner that does not unreasonably interfere with the normal business operations of the Buyer.
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Review by the Seller. As soon as practicable following receipt of the Draft Closing Balance Sheet from the Buyer, the Seller shall review the Draft Closing Balance Sheet. As soon as practicable, but in any event within 45 days of receipt of the Draft Closing Balance Sheet, the Seller shall provide to the Buyer a written report indicating its agreement with, or specific, itemized, and quantified objections to, the Draft Closing Balance Sheet (the “Seller’s Report”). Failure by the Seller so to object to the Draft Closing Balance Sheet within such 45-day period shall be deemed to be the Seller’s acceptance of the Draft Closing Balance Sheet.
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Review by the Seller. After receipt of the Closing Balance Sheet and Closing Working Capital Statement (collectively, the “Closing Statement”), the Seller shall have thirty (30) days to review the Closing Statement. During such thirty (30) day period, the Seller and its representatives shall be permitted reasonable access to books and records of C2C and Evocomm related to the preparation of the Closing Statement. Unless the Seller delivers written notice to the Buyer on or prior to the thirtieth (30th) day after the Seller’s receipt of the Closing Statement specifying in reasonable detail all items disputed by the Seller in good faith and the basis therefor, and the Seller’s determination of the adjustment to the Initial Purchase Price (a “Dispute Notice”), the Seller shall be deemed to have accepted and agreed to the Closing Statement and the Buyer’s determination of the adjustments to the Initial Purchase Price. Any dispute will be resolved in accordance the procedures set forth in Section 3.5.
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Review by the Seller. The Seller shall have thirty (30) days following the date the Buyer delivers the Final Balance Sheet to dispute the Final Balance Sheet and the calculation of Cash Consideration, by providing the Buyer with written notice of such dispute. During such thirty day period, the Seller and the Buyer shall make available to each other all information, documents, books and records of the Acquired Business and other access to the employees, assets or properties relating to the Acquired Business reasonably requested in order to evaluate the Final Balance Sheet. The Seller’s objection notice shall specify in reasonable detail any proposed adjustment to the Final Balance Sheet and the calculation of Cash Consideration and the basis therefor, including in each case a specific dollar amount and a reasonably detailed explanation of how such proposed adjustment was calculated. If the Seller has not given the Buyer written notice of any objections to the Final Balance Sheet or the calculation of Cash Consideration during such thirty (30) day period, then these statements shall be deemed to be agreed upon by the Parties, and the adjustments contemplated by Section 2.4(e) below shall be made based on such statements. If the Seller delivers an objection notice (it being agreed that the objection notice shall specify in reasonable detail any proposed adjustment to the Final Balance Sheet and the calculation of Cash Consideration and the basis therefor, and any line item that is not so specified shall be deemed to be agreed upon by the Parties) to the Buyer prior to the expiration of the 30-day period in accordance with this Section 2.4(d), the Buyer and the Seller shall attempt to resolve all disputes within twenty (20) days thereafter, and any written resolution, signed by each of Buyer and the Seller, as to a disputed adjustment shall be final, binding, conclusive and non-appealable for all purposes hereunder. If the parties are unable to resolve their dispute within twenty (20) days from the date an objection notice is delivered, then the Buyer and the Seller shall engage the Independent Accounting Firm to resolve the issues in dispute, and in connection with such engagement, the Buyer and the Seller shall execute any engagement, indemnity and other agreements as the Independent Accounting Firm may require as a condition to such engagement. The Independent Accounting Firm shall proceed to resolve the issues in dispute employing such procedures and conducting such investigat...
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Review by the Seller. After receipt of the Closing Statement, the Seller shall have thirty (30) days to review the Closing Statement. During such thirty (30)-day period, Seller and its representatives shall be permitted to review all working papers related to the preparation of the Closing Statement. Unless the Seller delivers written notice to the Buyer Subsidiary on or prior to the thirtieth (30th) day after the Seller's receipt of the Closing Statement specifying in reasonable detail all items disputed by the Seller in good faith and the basis therefor, and the Seller's determination of any and all Adjustments (a "Dispute Notice"), the Seller shall be deemed to have accepted and agreed to the Closing Statement and the Buyer Subsidiary's determination of any and all Adjustments.
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Review by the Seller. The Seller shall be entitled to review and object to the Cash Statement. The Seller has to raise objections to the Cash Statement within twenty (20) Business Days after receipt of the Cash Statement by providing the Purchaser with
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Review by the Seller. (i) Upon completion of the certified Final Working Capital Statement, the Buyer shall promptly deliver the same to the Seller with a notice ("Buyer's Notice of Adjustment") of the Buyer setting forth its proposed adjustment, if any, of the Purchase Price as contemplated by Section 2.1. The Buyer's Notice of Adjustment will include adequate detail including, without limitation, descriptions of any write-downs or reserves proposed by the Buyer and the reasons therefore, to reasonably facilitate the Seller's review. During and after the preparation of the Final Working Capital Statement until the Final Determination Date (as defined below), the Buyer shall consult with the Seller and its advisors and provide the Seller and its advisors with timely access to the employees and records of the Buyer and the work papers, trial balances and similar materials used in connection with the preparation of the Final Working Capital Statement.
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Related to Review by the Seller

  • Indemnity by the Seller The Seller shall be liable for, and shall indemnify the Buyer and each of its subsidiaries and each of their directors, employees, agents and representatives (the “Buyer Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Buyer Indemnitee:

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • By the Seller Subject to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

  • Assignment by the Seller or the Servicer Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 of this Agreement and as provided in the provisions of this Agreement concerning the resignation or termination of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.

  • Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Buyer:

  • 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.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024.

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

  • Indemnities by the Seller Parties (a) Without limiting any other rights that the Collateral Agent, any Managing Agent or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify the Collateral Agent, the Managing Agents and each Purchaser and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Collateral Agent, the Managing Agents or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of any breach by the Servicer (whether in its capacity as Servicer or in its capacity as Originator) of a representation, warranty, covenant or obligation made by the Servicer hereunder or under any other Transaction Document excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

  • Indemnification by the Seller Subject to the limitations set forth in this Article VII, each of the Seller and the Owner, jointly and severally (the “Seller Indemnifying Parties”), agrees to indemnify and hold harmless the Buyer, including its shareholders, members, directors, managers, officers, employees, Affiliates, and agents (each, a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties”), against all claims, losses, Liabilities, damages, deficiencies, diminutions in value, costs, interest, awards, judgments, penalties, and expenses, including reasonable out-of-pocket attorneys’ and consultants’ fees and expenses and including any such reasonable expenses incurred in connection with investigating, defending against, or settling any of the foregoing (each, a “Loss” and, collectively, the “Losses”) paid, suffered, incurred, sustained, or accrued by any Buyer Indemnified Party, directly or indirectly, as a result of, arising out of, or in connection with: (a) any inaccuracy in, or breach of, any of the representations or warranties of the Seller and the Owner contained in this Agreement, (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by the Seller and/or the Owner pursuant to this Agreement, (c) any Excluded Asset or any Excluded Liability, (d) fraud by the Seller and/or Owner, (e) misclassification of any Seller employees and/or independent contractors, (f) any Excluded Taxes of the Seller, and/or (g) any violation, investigation, or enforcement proceeding under the Laws and regulations administered by U.S. Customs and Border Protection, including Laws requiring accurate entry declarations and payment of duties for imported merchandise, pertaining to merchandise imported by or for the Seller, during the period ending on or before the Closing Date.

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