Sellers Objection Sample Clauses

Sellers Objection. If Seller Representative, acting in good faith, disagrees with any part of the calculations or determinations set forth in the Closing Statement (the “Disputed Items”), Seller Representative shall, within thirty (30) calendar days after Seller Representative’s receipt of the Closing Statement (“Objection Date”), provide Buyers with written notice of such disagreement by setting forth in reasonable detail Seller Representative’s Disputed Items and proposed changes, and, the basis for such disagreement with respect to the calculations or determinations set forth in the Closing Statement, together with reasonable additional information and supporting documentation thereof as is reasonably appropriate to support Seller Representative’s calculations and analysis (an “Objection Notice”). If a proper Objection Notice is timely delivered to Buyers on or before the Objection Date, then Buyers and Seller Representative shall negotiate in good faith to resolve their disagreements with respect to any Disputed Items in such Objection Notice. If Buyers and Seller Representative are unable to resolve all such disagreements within fourteen (14) calendar days after Buyers’ receipt of a proper Objection Notice, either Buyers or Seller Representative may thereafter submit such remaining Disputed Items (but no others) to the San Antonio, Texas office of KPMG, or such other nationally recognized certified public independent accounting firm as is acceptable to Buyers and Seller Representative (the “Accounting Firm”). The undisputed portion of the Closing Statement, if any, will be final and binding on all Parties for all purposes of this Agreement. Any matters set forth in the Closing Statement that are not included as Disputed Items in a timely delivered Objection Notice shall be deemed accepted by the Seller Representative and shall be final and binding on all Parties for all purposes of this Agreement, and (i) the failure by the Seller Representative to provide an Objection Notice by the Objection Date or (ii) the delivery by Seller Representative to Buyers before the Objection Date of a written notice stating that the Seller Representative has elected not to deliver an Objection Notice, will constitute a full and complete acceptance of the Closing Statement as determined by Buyers and such Closing Statement shall be final and binding on all Parties for all purposes of this Agreement.
Sample 1
AutoNDA by SimpleDocs

Related to Sellers Objection

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Seller's Conditions to Closing The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Conditions to Seller’s Obligation Seller's obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

  • Conditions to Buyer’s Obligation to Close The obligation of Buyer to consummate the transactions contemplated by this Agreement on the Closing Date shall be subject to the satisfaction of each of the conditions set forth in this SECTION 9, unless waived by Buyer:

  • Conditions to Purchaser’s Obligation to Close The obligation of Purchaser to Close under this Agreement is subject to each of the following conditions (any one of which may, at the option of Purchaser, be waived in writing by Purchaser) existing on the date of this Agreement, or such earlier date as the context may require.

  • Purchaser’s Conditions to Closing The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Conditions To Seller's Obligation To Sell Seller's obligation to sell the Debentures is conditioned upon:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Seller's Obligation The obligation of Seller to sell and deliver the Shares to Buyer is subject to the satisfaction (or waiver by Seller) as of the Closing of the following conditions:

  • Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date:

Time is Money Join Law Insider Premium to draft better contracts faster.