Seller Review Sample Clauses

Seller Review. Seller acknowledges that Seller has read and is fully familiar with the terms of this contract, that Xxxxxx has had a reasonable opportunity to consider this contract, and that after such review, Xxxxxx finds that the promises and considerations provided by Seller in this contract are not greater than necessary for the protection of Buyer’s goodwill and legitimate business interests and do not create undue hardship for Seller or the public.
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Seller Review. At least five (5) Business Days prior to the Due Diligence Deadline (the “Seller Notice Date”), Seller shall review the credit report and the Buyer Disclosures to determine if the content of the credit report and the Buyer Disclosures is acceptable. If the content of the credit report or the Buyer Disclosures is not acceptable to Seller, Seller may elect to either: (a) provide written objections to Buyer as provided in Section 8.2 of this Addendum; or (b) immediately cancel the PSA by providing written notice to Buyer by the Seller Notice Date. The Brokerage or the Escrow Agent, as applicable, upon receipt of a copy of Seller’s written notice of cancellation, shall return to Buyer the Xxxxxxx Money Deposit unless Buyer waives Seller financing prior to the Due Diligence Deadline.
Seller Review. Within the time period allowed in Section 8.1 of the REPC, Seller shall review the credit report and the Buyer Disclosures to determine if, in Seller's sole discretion, the content of the credit report, and the Buyer Disclosures, is acceptable. If the content of the credit report or the Buyer Disclosures is not acceptable to Seller, Seller may elect to either: (i) provide written objections to Buyer as provided in Section 8.2 of this Addendum; or (ii) immediately void the REPC by providing written notice to Buyer within the time referenced in Section 8.1 of the REPC. The Brokerage, upon receipt of a copy of Seller's written notice of cancellation, shall return to Buyer the Earnest Money Deposit wxxxxxx the requirement of any further written authorization from Seller.
Seller Review. By the Evaluations & Inspections Deadline referenced in Section 24(c) of the REPC, Seller shall review the credit report and the Buyer Disclosures to determine if the content of the credit report, and the Buyer Disclosures, is acceptable. If the content of the credit report or the Buyer Disclosures is not acceptable to Seller, Seller may elect to either: (a) provide written objections to Buyer as provided in Section 8.2 of this ADDENDUM; or (b) immediately cancel the REPC by providing written notice to Buyer by the Evaluations & Inspections Deadline referenced in Section 24(c) of the REPC. The THIS FORM APPROVED BY THE UTATH AREAL ESTATE COMMISION AND THE OFFIC E OF THE UTAH ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL PREVIOUSLY APPROVED VERSIONS OF THIS FORM. Addendum to Real Estate Purchase Contract UAR Form 11 (Rev.8/98) Buyer(s)______ Seller(s)_____ RealFA$T(R) Forms, Xxx 0000, Xxxxxx, XX 00000, Version 6.00, (C)RealFA$T(R), 1999; Reg# LUTUAR225136 Completed by - Xxx Xxxx, Realtor, Prudential Realty Associates 12/24/99 08:10:11 Page 1 of 2 Brokerage, upon receipt of a copy of Seller's written notice of cancellation, shall return to Buyer the Xxxxxxx Money Deposit.
Seller Review. Within thirty (30) days following Purchaser’s delivery of the Closing Statement to the Sellers’ Representative, the Sellers’ Representative will give Purchaser a written notice stating either (i) the Sellers’ acceptance, without objection, of the Closing Statement (an “Acceptance Notice”) or (ii) the Sellers’ Representative’s objections to, and alternative calculations of Actual Net Working Capital, Actual Excess Cash, Actual Indebtedness and Actual Transaction Expenses set forth in the Closing Statement (an “Objection Notice”). If the Sellers’ Representative gives Purchaser an Acceptance Notice or does not give Purchaser an Objection Notice within such thirty (30)-day period, then (A) the Closing Statement delivered by Purchaser will be conclusive and binding upon the Parties, including any amounts, determinations and calculations contained therein, and (B) the calculations of Actual Net Working Capital, Actual Excess Cash, Actual Indebtedness and Actual Transaction Expenses set forth in the Closing Statement will constitute the Final Net Working Capital, Final Excess Cash, Final Indebtedness and Final Transaction Expenses. Any amount, determination or calculation contained in the Closing Statement and not specifically disputed in a timely delivered Objection Notice shall be deemed final, binding and conclusive upon each Party and each of their Affiliates, successors and assigns. During the period from the date the Closing Statement is delivered by Purchaser to the Sellers’ Representative through the date such statement is finally determined in accordance with this Section 2.5, the Purchaser shall provide the Sellers’ Representative and its advisors and Representatives reasonable access, during normal business hours and upon reasonable prior notice, (A) to the books and records of Purchaser and the Company used in preparing the calculations of Actual Net Working Capital, Actual Excess Cash, Actual Indebtedness and Actual Transaction Expenses solely for purposes of reviewing and verifying the Closing Statement (including the ability to make copies thereof, provided that all such copies shall be deemed Company Confidential Information for purposes of this Agreement) and (B) to the Purchaser’s and the Company’s executive-level personnel and accountants.
Seller Review. If (i) Seller agrees in writing with the Buyer Statement or (ii) during the thirty (30) day period following delivery of the Buyer Statement to Seller, Seller has not given Buyer written notice of its objection to the Buyer Statement (which notice shall state in reasonable detail the basis of Seller’s objection), then the Buyer Statement shall be binding and conclusive on the parties and used to compute the adjustment described in this Section 3.2.
Seller Review. (i) Within sixty (60) days after receipt by Seller of the Final Closing Statement, Seller shall deliver written notice (a “Dispute Notice”) to Purchaser of any dispute it has with respect to the preparation or content of the Final Closing Statement, which Dispute Notice shall include a written description of the basis for and dollar amount of such disputed items (to the extent reasonably possible), all in reasonable detail. If during such sixty (60)-day period Seller notifies Purchaser that it does not dispute the Final Closing Statement, then the Actual Cash, Actual Working Capital, Actual Company Indebtedness, Actual Company Transaction Expenses and Net Increase or Net Decrease, as applicable, as set forth in the Final Closing Statement, shall become final, conclusive and binding on Purchaser and Seller at the time such notice is delivered. If Seller does not deliver a Dispute Notice within such sixty (60)-day period, then Seller shall be conclusively deemed to have waived any right to object to the Final Closing Statement delivered by Purchaser and the Actual Cash, Actual Working Capital, Actual Company Indebtedness, actual Company Transaction Expenses and Net Increase or Net Decrease, as applicable, as set forth in the Final Closing Statement shall become final, conclusive and binding on Purchaser and Seller.
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Seller Review. (a) Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its Investment in Purchaser as contemplated hereby, and is able to bear the economic risk of such Investment indefinitely.

Related to Seller Review

  • Title Review Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.

  • Due Diligence Review Prior to the filing of the Registration Statement the Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.

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