Seller's Notice. Within three (3) business days of commencement of construction of the Coke Plant, Seller shall provide Purchasers Written notice of same. Thereafter, Seller shall provide Purchasers with Written progress reports not less than once per quarter until the construction of the Coke Plant is completed and Commencement of Coke Production has been achieved. Furthermore, Seller will provide Purchasers with at least five (5) months advance Written notice regarding the date on which initial production of Coke at the Coke Plant is estimated to commence.
Seller's Notice. Seller shall use all reasonable efforts to assure that the warranties and representations herein contained with respect to Seller are true and correct as of Closing and will give prompt written notice to Buyer after execution of this Agreement and before Closing of any matter which affects any warranty or representation herein contained or which renders such warranty or representation untrue. The phrase "to Seller's knowledge" as used in Section 4.1 shall mean only that Seller has made commercially reasonable efforts to ascertain the truth of the statement in which it is utilized.
Seller's Notice to Buyer (commonly referred to as a “kick-out” notice) shall be served on Buyer, not Buyer’s attorney or Xxxxx’s real estate agent. Courtesy copies of such “kick-out” notice should be sent to Xxxxx’s attorney and real estate agent, if known. Failure to provide such courtesy copies shall not render notice invalid. Notice to any one of a multiple-person Buyer shall be sufficient notice to all Buyers. Notice for the purpose of this subparagraph only shall be served upon Buyer in the following manner:
(a) By personal delivery of such notice effective at the time and date of personal delivery; or
(b) By mailing of such notice to the addresses recited herein for Buyer by regular mail and by certified mail. Notice served by regular mail and certified mail shall be effective at 10:00 A.M. on the morning of the second day following deposit of notice in U.S. Mail; or
(c) By commercial overnight delivery (e.g., FedEx). Such notice shall be effective upon delivery or at 4:00 P.M. Chicago time on the next delivery day following deposit with the overnight delivery company, whichever first occurs.
Seller's Notice. Seller, at its own expense, will notify customers of the Target Branches, in writing at least thirty (30) calendar days prior to the Closing Date, that as of 12:01 a.m. on the Closing Date, (a) all ATM access cards issued by Seller to customers of the Target Branches who will not have ATM-accessible accounts with Seller after the Effective Time; (b) all debit cards issued by Seller to customers of the Target Branches who will not have demand accounts with Seller after the Effective Time; (c) all overdraft protection agreements entered into by Seller with customers of the Target Branches who will not have checking accounts with Seller after the Effective Time; and (d) all ACH transactions, will be void or terminated, as the case may be. Upon such notification, Seller shall provide to Buyer all information pertaining to the aforementioned accounts as may be reasonably required to accommodate the processing of new ATM/debit cards which may be issued but not activated prior to the Close of Business on the Closing Date as well as to facilitate the orderly transition of all electronic activity. In connection with the notice referenced in this Section 2.6.2, Buyer may forward a communication notifying such customers that replacement ATM access cards will be reissued by Buyer and forwarded to customers prior to the Closing Date with instructions for activation after the Close of Business on the Closing Date.
Seller's Notice. If Buyer shall determine that no revision or adjustment to the 1997 Gross Profit Amount or Gross Profit Statement is necessary, it shall so notify the Schedule 1.03 Sellers in accordance with the terms of Section 10.01 hereof within 15 days of receipt of the Schedule 1.03
Seller's Notice. Seller shall have 20 business days after receipt of Purchaser's notification in which to notify Purchaser whether or not it elects to cure or remove any of the disapproved exceptions of which Seller receives notice pursuant to Section 5.4.1. Seller's failure to so notify Purchaser shall constitute Seller's agreement to remove all such exceptions on or before the Closing Date. Seller shall remove all exceptions it agrees to remove both from the real estate records and from the Title Commitment on or before the Closing Date.
Seller's Notice. If the Buyer does not notify the Schedule 1.03 Sellers within such 15 day period, it shall be deemed to have determined that no revision or adjustment to the 1997 Gross Profit Amount or Gross Profit Statement is appropriate. If the Schedule 1.03 Sellers disagree with the Buyer's revised or adjusted calculation of 1997 Gross Profit Amount or Gross Profit Statement or its determination that no revision or adjustment is appropriate, such Sellers may, within 30 days of the Buyer's delivery of the revised 1997 Gross Profit Amount or Gross Profit Statement or its determination that no revision is appropriate, request, in accordance with the terms of Section 10.01 hereof, arbitration of such matter by any of the Boston, Massachusetts offices of the four largest, nationally recognized, accounting firms not currently representing the Buyer or any entity affiliated with any of the Schedule 1.03 Sellers (the "Arbitration Accountants"), provided that Buyer shall be entitled on each request for arbitration to disqualify the first choice of the Schedule 1.03 Sellers if it reasonably believes it might be prejudiced in any way thereby. Copies of such request for arbitration shall be sent concurrently to Buyer in accordance with Section 10.01. If no request is made within the 30 day period after the Buyer's delivery of the revised 1997 Gross Profit Amount or revised Gross Profit Statement or determination that no revision is necessary, the Schedule 1.03 Sellers shall be conclusively deemed to have accepted such revised 1997 Gross Profit Amount or revised Gross Profit Statement or determination that no revision is necessary and, in the case of a Gross Profit Statement, shall be bound by Buyer's calculation of the Earnout Payments in connection therewith. If arbitration is requested, the Buyer and the Schedule 1.03 Sellers shall cooperate with the Arbitration Accountants in furnishing information and shall have the right to present to the Arbitration Accountants their views on the issues in dispute. The review of the Arbitration Accountants and its calculation of 1997 Gross Profit Amount or Gross Profit set forth on a Gross Profit Statement shall be governed by the terms of this Section 1.03 and its decision rendered with respect to the disputed issues shall be final. The fees and expenses of the Arbitration Accountants shall be paid by the party whose calculation of 1997 Gross Profit Amount or Gross Profit set forth on a Gross Profit Statement (which, in the case of the Buy...
Seller's Notice. Wherever in this Contract the words "Seller has received no written notice" (or words of similar effect) are utilized, such phrase shall be deemed to mean Seller has not received written notice during the time it has owned the Property of the fact or circumstance in which such phrase qualifies.
Seller's Notice. Within ten (10) days following Seller's receipt of the title report and Buyer's notice of objections or defects, Seller shall give written notice to Buyer stating those objections or defects contained in Buyer's notice, if any, which Seller agrees to correct at Seller's sole expense prior to Closing. Seller's correction of any objections or defects which Seller has so agreed to correct prior to Closing shall be a condition to Buyer's obligation to complete Closing. Anything in this Section 9.2 to the contrary notwithstanding, Seller shall be required to cause the discharge or release of all monetary liens upon the Real Estate to the extent of the net proceeds to Seller of the sale thereof (exclusive of apportionments, transfer taxes, attorneys fees and other costs and expenses incurred by Seller in connection with this Agreement).
Seller's Notice. From and after the consummation of an IPO, if any Stockholder proposes to Transfer any of the Common Stock held by it in one transaction or a series of related transactions for consideration with a value in excess of $250,000, other than to NFP or Affiliates of NFP, and other than pursuant to Section 2.3, 2.5 or 2.6 of this Agreement or pursuant to the Article III (for purposes of this Section 2.4 and any cross-references hereto, such Stockholder, along with any Affiliates and Permitted Transferees thereof that are Stockholders, the "Selling Stockholder"), the Selling Stockholder shall first give written notice (the "Seller's Notice") to NFP, stating that the Selling Stockholder desires to make such Transfer, referring to Section 2.4, specifying the number of shares of Common Stock proposed to be Transferred (the "First Refusal Shares"), and specifying the price, in cash (the "First Refusal Price"), and the material terms pursuant to which such Transfer is proposed to be made (together with the First Refusal Price, the "First Refusal Terms").