Seller’s Response Clause Samples

Seller’s Response. (Check appropriate paragraph letter) This , at AM PM Noon

Seller’s Response. Seller shall have until the earlier of five (5) days after receipt of Buyer’s objections pursuant to Section 4(a)(ii)(A) and five (5) days after the expiration of the Title Review Period (as such date may be extended with respect to Survey-Related Exceptions) to give Buyer notice: (i) that Seller will remove any objectionable exceptions from title and provide Buyer with evidence satisfactory to Buyer of such removal, or provide Buyer with evidence satisfactory to Buyer that said exceptions will be removed on or before the Closing; or (ii) that Seller elects not to cause such exceptions to be removed.

Seller’s Response. The Proposed Final Closing Statement (and the proposed final determinations of the Closing Working Capital, the Closing Transaction Expenses, the Closing Debt Amount and the Purchase Price reflected thereon) will be final, conclusive and binding on the Parties for purposes of this Section 2.05(d) unless the Wexford Sellers Representative provides a written notice (a “Seller Response Notice”) to Buyer no later than the twentieth (20th) Business Day after the delivery to the Sellers of the Proposed Final Closing Statement. Any Seller Response Notice must set forth in reasonable detail (i) any item on the Proposed Final Closing Statement which the Sellers believe has not been prepared in accordance with this Agreement and the correct amount of such item and (ii) the Sellers’ alternative calculation of the Closing Working Capital, the Closing Transaction Expenses, the Closing Debt Amount and the Purchase Price, as applicable. Any item or amount to which no dispute is raised in the Seller Response Notice will be final, conclusive and binding on the Parties for purposes of this Section 2.05 after such twentieth (20th) Business Day.

Seller’s Response. By no later than 45 days following its receipt of a Certificate of Defect, Seller shall notify Purchaser in writing that Seller either: (i) disputes that the alleged defect or breach exists, (ii) intends to attempt to cure such defect or breach within the Cure Period, or (iii) will repurchase the allegedly Defective Loan and the date on which such repurchase shall occur, which in no event shall be later than 10 days after Seller’s response. If Seller fails to so notify Purchaser within the applicable 45 day period, then Seller shall be deemed to have elected to repurchase the allegedly Defective Loan. If Seller has given Purchaser notification of Seller’s intention to attempt to cure and if before the end of the Cure Period, Seller has failed to cure the defect or breach, then Seller shall repurchase such Defective Loan within 10 days following the end of such Cure Period.

Seller’s Response. Not later than five (5) Business Days after receipt of a Purchaser’s New Objection, but in any event prior to the Closing Date (unless Closing is extended pursuant to Section 5.3.3(a)), Seller shall, in its sole discretion, either: (i) notify Purchaser of its intention (the “Seller’s Response”) to attempt to Remove, as defined herein, the New Exception(s) listed in the Purchaser’s New Objections, or (ii) notify Purchaser that Seller does not intend to attempt to Remove any such matter. If Seller does not provide Seller’s Response to Purchaser within such time period, Seller shall be deemed to have elected not to attempt to Remove Purchaser’s New Objections. If Seller elects (or is deemed to have elected) not to Remove one or more of the New Exceptions, then not more than five (5) Business Days after receipt of Seller’s Response (but in any event not later than the Closing Date), Purchaser shall by written notice to Seller either: (x) terminate this Agreement, or (y) waive the existence of such New Exception, in which case, any such New Exception shall automatically constitute a Permitted Exception. Purchaser’s failure to respond within said five (5) Business Day period shall constitute Purchaser’s election to proceed under clause (y). If Seller elects to attempt to Remove any New Exception, then Seller shall use commercially reasonable efforts to attempt to cure any such New Exception on or before the Closing Date. If at any t▇▇▇ ▇▇▇▇▇▇ notifies Purchaser that Seller will be unable or is unwilling to cure any such New Exception, then Purchaser shall, within five (5) Business Days after receipt of such notification, either terminate this Agreement or waive any such New Exception, in which case, any such New Exception shall automatically constitute a Permitted Exception. Purchaser’s failure to respond to Seller’s notice within such five (5) Business Day period shall constitute Purchaser’s decision to waive the existence of such New Exception, in which case, any such New Exception shall automatically constitute a Permitted Exception, and proceed to Closing in accordance with this Agreement. In no event shall Purchaser be entitled to a reduction of the Purchase Price on account of any uncured New Exception unless Seller has agreed to cure such New Exception and fails to do so at or prior to Closing. In any case where this Agreement is terminated as permitted in this paragraph, then the E▇▇▇▇▇▇ Money shall be returned to Purchaser, and all rights, obligations a...

Seller’s Response. Within five (5) Business Days after receipt of Buyer's notice of Environmental Conditions, Seller shall provide Buyer with Seller's response to such notice. If Seller

Seller’s Response. Seller shall deliver to Buyer an Addendum (If this offer is accepted with no changes) or a Seller’s counter offer including the final purchase price based on the above escalation amount added to the highest bona fide offer the Seller has received. Seller to provide a copy of the competing offer that initiated this escalation addendum. Seller may obscure the competing Buyer’s name and address for purposes or privacy.

Seller’s Response. SELLER shall have seven (7) days from the receipt of any Disapproval Notice to give BUYER notice of which objections, if any, SELLER will cause to be eliminated and any objections that SELLER will not cause to be eliminated ("SELLER's Response"). If SELLER does not agree to cause an objection to be eliminated, BUYER shall have a period of seven (7) days from receipt of SELLER's Response, to give notice to SELLER of BUYER's election either to (a) revoke BUYER's objection and agree to accept the Land subject to the exception or item previously objected to, or (b) elect to terminate this Agreement and the Escrow by giving SELLER and Escrow Agent notice of such election to terminate within such seven-day period. If BUYER fails to timely give such termination notice, such right of termination shall be deemed waived, and BUYER shall be deemed to have revoked BUYER's objection.

Seller’s Response. Upon being notified by Buyer pursuant to Section 5.02 of any asserted Defective Interest, Seller shall give a written responsive notice to Buyer within ten (10) days from receipt of Buyer’s notice that Seller (i) intends to correct the asserted Defective Interest, (ii) does not intend to correct the Defective Interest, or (iii) disagrees that the asserted Defective Interest exists or the asserted reduction in value of the affected Assets proposed by Buyer as a result of the Defective Interest. If Seller gives notice of intent to correct such asserted Defective Interest, it shall have a period of thirty (30) days from the receipt of the Buyer’s notice (the “Cure Period”) to correct such asserted Defective Interest at its own expense, and the Closing Date as to that Defective Interest shall be extended until the third day after the earliest to occur of the following: (x) the Defective Interest is corrected, (y) the Seller notifies Buyer it cannot correct the Defective Interest, or (z) the expiration of the Cure Period.