Seller's Review Sample Clauses

Seller's Review. Seller will then have 20 days following receipt of Buyer's proposed adjustments, if any, to review them. Within the 20-day period, Seller shall notify Buyer in writing of Alpha Wire Corporation Seller's position with respect to each of Buyer's proposed adjustments ("Seller's Letter"). Should Buyer not receive Seller's Letter within the 20 day period, the Preliminary Closing Balance Sheet prepared by Seller as adjusted by Buyer's Letter shall be considered the Final Closing Balance Sheet.
Sample 1See All (5)
AutoNDA by SimpleDocs
Seller's Review. Seller will then have 30 days following --------------- receipt of the Buyer's Letter, if so delivered pursuant to Section 2.05, to review the Buyer's proposed adjustments set forth therein. Within this 30-day period, Seller shall notify Buyer in writing of Seller's position with respect to each of Buyer's proposed adjustments ("Seller's Letter"). If the Seller does not deliver a Seller's Letter to the Buyer within such 30-day period, the Seller's Closing Net Worth Statement, as adjusted by the Buyer's proposed adjustments set forth in Buyer's Letter, shall be determinative of the Closing Net Worth.
Sample 1Sample 2
Seller's Review. Seller shall have a period of thirty (30) days following delivery to it of the proposed Final Statement of Net Working Capital to review, at the expense of the Seller, the proposed Final Statement of Net Working Capital and the computation of the proposed Final Net Working Capital Adjustment. Buyer agrees to provide, or cause to be provided, to Seller or its designated representatives materials or information in its possession in order for Seller to review the preparation of the proposed Final Statement of Net Working Capital and the computation of the proposed Final Net Working Capital Adjustment. In the event that Seller does not provide written notice to Buyer within such thirty (30) day period that Seller disagrees with the proposed Final Statement of Net Working Capital and/or the computation of the proposed Final Net Working Capital Adjustment (“Notice of Disagreement”), then such Final Statement of Net Working Capital shall be deemed final.
Sample 1Sample 2
Seller's Review. In the event Seller determines, in good faith and using reasonable prudent legal standards, based upon title opinions or other title material which a knowledgeable seller of oil and gas property would consider conclusive in such determination, that with respect to the well units described in Exhibit 4.1, Seller's net revenue interest in such unit is more than that stated in Exhibit 4.1 or Seller's working interest in such unit is less than that stated in Exhibit 4.1, Seller shall give
Sample 1
Seller's Review. The Seller shall have thirty (30) days following the delivery of the proposed Final Effective Date Balance Sheet and Buyer's calculation of the Final Adjustment Amount in which to review the Final Effective Date Balance Sheet. If written objections to the Final Effective Date Balance Sheet are delivered to the Buyer within such thirty (30) day period, then the Buyer and the Seller shall attempt to resolve the matter or matters in dispute. If no written objections are made by the Seller within such thirty (30) day period, the proposed Final Effective Date Balance Sheet shall become the Final Effective Date Balance Sheet and the proposed Estimated Purchase Price shall be adjusted by the amount of the Final Adjustment Amount which adjusted amount shall be deemed the "Final Purchase Price".
Sample 1
Seller's Review. The Seller will have until the later of (i) 30 days following receipt of the Closing Balance Sheet and (ii) 150 days following the Closing Date, to review such statement and to determine if, in the Seller’s judgment, it has been prepared in accordance with §3(c). If, in the Seller’s judgment, adjustments are necessary for the Closing Balance Sheet to correctly state Seller’s Working Capital in accordance with §3(c), the Seller, not later than the aforesaid deadline, shall notify the Buyer in writing (the “Seller’s Letter”) of its proposed adjustments, including the amount, nature and basis for the adjustments. If the Seller does not send a Seller’s Letter to the Buyer within such period, the Closing Balance Sheet (and the Buyer’s determination of the Seller’s Working Capital contained therein) shall be determinative of the Final Seller’s Working Capital.
Sample 1
Seller's Review. Sellers will have thirty (30) days following receipt of the Target Working Capital Amount, the Closing Date Working Capital Amount and the Preliminary Closing Statement to determine, in good faith, if the Target Working Capital Amount, the Closing Date Working Capital Amount and/or the Preliminary Closing Statement have been calculated in accordance with the terms of this Section 2(d) and each is true, accurate and complete. If Sellers determine that the Target Working Capital Amount, the Closing Date Working Capital Amount and/or the Preliminary Closing Statement have any discrepancies or are otherwise incorrect, inconsistent, inaccurate or not determined and/or calculated in accordance with the terms of this Section 2(d) or are not otherwise true, accurate and complete, Sellers shall notify Buyer in writing of Sellers’ proposed adjustments to any of the Target Working Capital Amount, the Closing Date Working Capital Amount and the Preliminary Closing Statement on or before the end of such thirty (30)day period, including reasonable detail of the nature and basis for the adjustments and all work papers related thereto (collectively, the “Working Capital Objection”).
Sample 1
AutoNDA by SimpleDocs

Related to Seller's Review

  • Transition Review Period In accordance with Article 35, Layoff and Recall, the Employer may require an employee to complete a transition review period.

  • Independent Review Contractor shall provide the Secretary of ADS/CIO an independent expert review of any Agency recommendation for any information technology activity when its total cost is $1,000,000.00 or greater or when CIO requires one. The State has identified two sub-categories for Independent Reviews, Standard and Complex. The State will identify in the SOW RFP the sub-category they are seeking. State shall not consider bids greater than the maximum value indicated below for this category. Standard Independent Review $25,000 Maximum Complex Independent Review $50,000 Maximum Per Vermont statute 3 V.S.A. 2222, The Secretary of Administration shall obtain independent expert review of any recommendation for any information technology initiated after July 1, 1996, as information technology activity is defined by subdivision (a) (10), when its total cost is $1,000,000 or greater or when required by the State Chief Information Officer. Documentation of this independent review shall be included when plans are submitted for review pursuant to subdivisions (a)(9) and (10) of this section. The independent review shall include: • An acquisition cost assessment • A technology architecture review • An implementation plan assessment • A cost analysis and model for benefit analysis • A procurement negotiation advisory services contract • An impact analysis on net operating costs for the agency carrying out the activity In addition, from time to time special reviews of the advisability and feasibility of certain types of IT strategies may be required. Following are Requirements and Capabilities for this Service: • Identify acquisition and lifecycle costs; • Assess wide area network (WAN) and/or local area network (LAN) impact; • Assess risks and/or review technical risk assessments of an IT project including security, data classification(s), subsystem designs, architectures, and computer systems in terms of their impact on costs, benefits, schedule and technical performance; • Assess, evaluate and critically review implementation plans, e.g.: • Adequacy of support for conversion and implementation activities • Adequacy of department and partner staff to provide Project Management • Adequacy of planned testing procedures • Acceptance/readiness of staff • Schedule soundness • Adequacy of training pre and post project • Assess proposed technical architecture to validate conformance to the State’s “strategic direction.” • Insure system use toolsets and strategies are consistent with State Chief Information Officer (CIO) policies, including security and digital records management; • Assess the architecture of the proposed hardware and software with regard to security and systems integration with other applications within the Department, and within the Agency, and existing or planned Enterprise Applications; • Perform cost and schedule risk assessments to support various alternatives to meet mission need, recommend alternative courses of action when one or more interdependent segment(s) or phase(s) experience a delay, and recommend opportunities for new technology insertions; • Assess the architecture of the proposed hardware and software with regard to the state of the art in this technology. • Assess a project’s backup/recovery strategy and the project’s disaster recovery plans for adequacy and conformance to State policy. • Evaluate the ability of a proposed solution to meet the needs for which the solution has been proposed, define the ability of the operational and user staff to integrate this solution into their work.

  • Claims Review Report The IRO shall prepare a Claims Review Report as described in this Appendix for each Claims Review performed. The following information shall be included in the Claims Review Report for each Discovery Sample and Full Sample (if applicable).

  • 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.

  • Title Review (a) On or after the Effective Date, Purchaser may order (i) a title commitment (the “Title Commitment”) from Land Services USA, Inc., as agent for (x) First American Title Insurance Company, (y) such other nationally recognized title insurance company mutually acceptable to Seller and Purchaser or (z) an alternate title insurance company (or alternate office) selected by Seller pursuant to Section 2.2(c) (the “Title Company”), together with complete and legible copies of all instruments and documents referred to therein as exceptions to title, and (ii) a survey of the Property from a reputable surveyor or surveying firm reasonably acceptable to the Title Company (the “Survey”) reflecting the total area of the Property, the location of all improvements, recorded easements and encroachments, if any, located thereon and all building and set back lines and plottable matters of record with respect thereto. (b) Prior to the Expiration of the Due Diligence Period, Purchaser shall deliver written notice to Seller of any title matters, other than Permitted Exceptions, identified in the Title Commitment or shown on the Survey (or any supplements or updates thereto) which Purchaser finds objectionable (“Title Objections”). Seller shall have 5 Business Days from its receipt of such title objection notice from Purchaser to notify Purchaser whether Seller commits to cause such Title Objections to be removed from the land records or insured over (and with any such matters proposed to be insured over by the Title Company) at Closing, provided, however that Seller shall be obligated to remove or cause the removal from the land records of all Monetary Liens at or prior to Closing. Any matters set forth in the Title Commitment or Survey and not so objected to by Purchaser (other than Monetary Liens) shall be deemed to be Permitted Exceptions. If, for any reason, Seller is unable or unwilling to take such actions as may be required to remedy or remove from the land records any Title Objections (other than Monetary Liens) objected to by Purchaser, Seller shall give Purchaser notice thereof, it being understood and agreed that the failure of Seller to give such notice within 5 Business Days after receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy any such matters. If Seller shall be unable or unwilling to remedy any Title Objections (other than Monetary Liens) as to which Purchaser has objected, Purchaser may elect either (i) to terminate this Agreement by notice given to Seller within 5 Business Days following Purchaser’s receipt of Seller’s notice, whereupon the Deposit shall be refunded to Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in accordance with the terms and conditions of this Agreement, notwithstanding such matters and without any abatement or reduction in the Purchase Price on account thereof. If any matter arises that was not previously disclosed in the Title Commitment or on the Survey (as same may have been updated), is discovered by Purchaser or by the Title Company and is added to such Title Commitment by the Title Company at or prior to Closing, Purchaser shall have five (5) Business Days (and the Closing shall be extended, if necessary) after Purchaser’s receipt of such updated Title Commitment showing the new title exception, together with a legible copy of any such new matter, to provide Seller with written notice of its objection to any such new title exception (each a “New Objection”, and collectively, the “New Objections”). If Seller does not elect to remove or cure New Objections prior to Closing (other than Monetary Liens, which Seller shall be obligated to cure), which such election shall be given by notice to Purchaser within 5 Business Days after Seller’s receipt of Purchaser’s notice setting forth such New Objections, Purchaser may, by written notice to Seller, either (i) agree to accept title subject to the exceptions which Seller is unable to remove or cause to be removed (in which case such exceptions shall be considered Permitted Exceptions) or (ii) terminate this Agreement, and in the latter event the Deposit and accrued interest thereon shall be returned to Purchaser, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither party shall have any further right, liability or obligation under this Agreement. (c) In connection with the issuance of an ALTA 15-06 endorsement to the Title Policy at Closing, in the event that the Title Company is unable or unwilling to issue an ALTA 15-06 endorsement to the Title Policy at Closing upon terms and conditions acceptable to Seller, Seller shall have a one-time right (but not the obligation) to elect that the Title Policy be issued by an alternate title insurance company (or an alternate office of the Title Company) selected by Seller from the list of title insurance companies set forth on Schedule 2.2(c) attached hereto. In the event Seller so elects, Seller shall deliver written notice to Purchaser stating Seller’s election, Purchaser shall engage the alternate title insurance company (or alternate office of the Title Company, as applicable) selected by Seller for the purpose of issuing the Title Policy and Seller shall be responsible for 50% of any additional search and exam fees resulting from Seller’s exercise of its rights set forth in this Section 2.2(c).

  • Business Review Meetings In order to maintain the relationship between the Department and the Contractor, each quarter the Department may request a business review meeting. The business review meeting may include, but is not limited to, the following: • Successful completion of deliverables • Review of the Contractor’s performance • Review of minimum required reports • Addressing of any elevated Customer issues • Review of continuous improvement ideas that may help lower total costs and improve business efficiencies.

  • Post Review With respect to each contract not governed by paragraph 2 of this Part, the procedures set forth in paragraph 4 of Appendix 1 to the Guidelines shall apply.

  • Contract Review Agent shall have reviewed all material contracts of Borrowers including, without limitation, leases, union contracts, labor contracts, vendor supply contracts, license agreements and distributorship agreements and such contracts and agreements shall be satisfactory in all respects to Agent;

  • Project Review A. Programmatic Allowances 1. If FEMA determines that the entire scope of an Undertaking conforms to one or more allowances in Appendix B of this Agreement, with determinations for Tier II Allowances being made by SOI-qualified staff, FEMA shall complete the Section 106 review process by documenting this determination in the project file, without SHPO review or notification. 2. If the Undertaking involves a National Historic Landmark (NHL), FEMA shall notify the SHPO, participating Tribe(s), and the NPS NHL Program Manager of the NPS Midwest Regional Office that the Undertaking conforms to one or more allowances. FEMA shall provide information about the proposed scope of work for the Undertaking and the allowance(s) enabling FEMA’s determination. 3. If FEMA determines any portion of an Undertaking’s scope of work does not conform to one or more allowances listed in Appendix B, FEMA shall conduct expedited or standard Section 106 review, as appropriate, for the entire Undertaking in accordance with Stipulation II.B, Expedited Review for Emergency Undertakings, or Stipulation II.C, Standard Project Review. 4. Allowances may be revised and new allowances may be added to this Agreement in accordance with Stipulation IV.A.3, Amendments. B. Expedited Review for Emergency Undertakings

  • BUSINESS REVIEWS Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!