Statement of Objections Sample Clauses

Statement of Objections. If Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers. If Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellers, shall be final and binding.
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Statement of Objections. Upon receipt of any such statement of objections, FOCAS shall either: (1) correct, or cause the applicable Qualified Contractor to correct, the objections or defects, whereupon XXX shall re-inspect the same within fifteen (15) working days following receipt from FOCAS that the work has been corrected, and if found corrected, issue an Acceptance of Construction as stated above; or (2) dispute such statement of objections or defects by referring the disputed issues for determination to the Chief Engineers of FOCAS and XXX (without thereby waiving any rights with respect to the issues in controversy). Notwithstanding the foregoing, acceptance of the construction and installation work associated with the Cable and the Cable Accessories for any System Segment by XXX shall constitute ELI's approval solely with respect to ELI's telecommunications system and shall in no way be deemed to constitute an opinion of XXX with respect to the effect of the telecommunications system on any Utility Company's electric transmission system.
Statement of Objections. Unless Seller provides written notice to Purchaser setting forth in reasonable detail its good faith objection to any portion of the Closing Date Balance Sheet relating to the calculation of the Closing Net Working Capital on the basis that such portion shall not have been prepared in accordance with GAAP consistent with the accounting principles and practices applied in preparation of the 2000 Audited Financial Statements and/or that the Closing Net Working Capital was not calculated in accordance with the methodologies set forth on SCHEDULE 1.3(b) of this Agreement (the "STATEMENT OF OBJECTIONS") prior to the close of business on the forty-fifth (45th) day following the receipt by Seller of the Closing Date Balance Sheet from Purchaser (the "OBJECTION PERIOD"), the Closing Date Balance Sheet (and the Closing Net Working Capital reflected in and calculated from such Closing Date Balance Sheet) shall thereafter be binding upon Seller and its Affiliates and Purchaser for purposes of the post-closing adjustments set forth in this SECTION 1.4. If Seller delivers to Purchaser a Statement of Objections before the expiration of the Objection Period, then those elements of the Closing Net Working Capital objected to in the Statement of Objections shall not thereafter be binding on Seller or its Affiliates until resolved in accordance with this SECTION 1.4.
Statement of Objections. Unless SunSource provides specific written notice to the Partnership setting forth a good faith objection to any portion of the Closing Date Balance Sheet relating to the calculation of either the Closing Net Working Capital or the Closing Net Tangible Asset Value on the basis that such portion shall not have been prepared in accordance with Section 2.3(a) of this Agreement (the "Statement of Objections"), prior to the close of business on the thirtieth (30th) day following the receipt by SunSource of the Closing Date Balance Sheet from the Partnership (the "Objection Period"), the Closing Date Balance Sheet (and the Closing Net Working Capital and the Closing Net Tangible Asset Value reflected thereon or calculated therefrom) shall thereafter be binding upon the SunSource Entities and the Partnership for purposes of the post-closing adjustments set forth in this Section 2.3. If SunSource delivers to the Partnership a Statement of Objections before the expiration of the Objection Period, then those aspects relating to the calculation of the Closing Net Working Capital or the Closing Net Tangible Asset Value objected to in the Statement of Objections shall not thereafter be binding until resolved in accordance with this Section 2.3.
Statement of Objections. The Seller may object to the Buyer’s determination of the Purchase Price as set forth in the Post-Closing Statement by delivery of a detailed written statement of objections (a “Statement of Objections”) (stating the basis of the objections with reasonable specificity and the Seller’s calculations of the objected amounts) to the Buyer within thirty (30) days following delivery to the Seller of such Post-Closing
Statement of Objections. Section 1.3(b)(ii)
Statement of Objections. Section 2.5(b) Statutory Statements................................................................................................................................Section 3.9(b) Survival Period.......................................................................................................................................Section 10.1(d) Tax Contest............................................................................................................................................Section 6.13(e) Third Party Claim....................................................................................................................................Section 10.3(a) Third Party Reinsurance Contracts.............................................................................................................Section 3.20 Transferred Employee..............................................................................................................................Section 6.3(b) Transition Plan............................................................................................................................................Section 6.17 Voting Debt...............................................................................................................................................Section 3.2(b)
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Related to Statement of Objections

  • Notice of Objection Contractor may object to any action taken by NYSERDA pursuant to this Exhibit that prevents the commencement of the time in which interest will be paid by submitting a written notice of objection to NYSERDA. Such notice shall be signed and dated and concisely and clearly set forth the basis for the objection and be addressed to the Vice President, New York State Energy Research and Development Authority, at the notice address set forth in Exhibit B to this Agreement. The Vice President of NYSERDA, or his or her designee, shall review the objection for purposes of affirming or modifying NYSERDA‘s action. Within fifteen (15) working days of the receipt of the objection, the Vice President, or his or her designee, shall notify the Contractor either that NYSERDA‘s action is affirmed or that it is modified or that, due to the complexity of the issue, additional time is needed to conduct the review; provided, however, in no event shall the extended review period exceed thirty (30) working days.

  • Response to Objections Each Party retains the right to respond to any objection raised by a Participating Class Member, including the right to file responsive documents in Court no later than five court days prior to the Final Approval Hearing, or as otherwise ordered or accepted by the Court.

  • No FINRA Objections FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement.

  • Problem Statement School bus fleets are aging, and our communities have poor air quality. Replacing school buses with zero emission school buses will address both of these issues.

  • Interim Statements As soon as available, but in no event later than 45 days after the end of each fiscal quarter, Borrower's balance sheet and profit and loss statement for the period ended, prepared by Borrower.

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Lien Searches and UCC Termination Statements Delivery to Administrative Agent of (a) the results of a recent search, by a Person satisfactory to Administrative Agent, of all effective UCC financing statements and fixture filings and all judgment and tax lien filings which may have been made with respect to any personal or mixed property of any Loan Party, together with copies of all such filings disclosed by such search, and (b) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement).

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Year-End Statements As soon as available and in any event within 5 days after the same is required to be filed with the Securities and Exchange Commission (but in no event later than 120 days after the end of each fiscal year of the Parent), the audited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the Parent and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by the chief financial officer or chief accounting officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Parent, the Borrower and its other Subsidiaries as at the date thereof and the results of operations for such period and (b) accompanied by the report thereon of an Approved Accounting Firm, whose certificate shall be unqualified and in scope and substance reasonably satisfactory to the Administrative Agent and who shall have authorized the Borrower to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement; provided, however, the Parent shall not be required to deliver an item required under this Section if such item is contained in a Form 10-K filed by the Parent with the Securities and Exchange Commission (or any Governmental Authority substituted therefore) and is publicly available to the Administrative Agent and the Lenders.

  • Review Period The Asset Representations Reviewer will complete the Review of all of the Review Receivables within sixty (60) days after having received access to the Review Materials pursuant to Section 3.2(a). However, if additional Review Materials are provided to the Asset Representations Reviewer in respect of any Review Receivables pursuant to Section 3.2(b), the Review period will be extended for an additional thirty (30) days in respect of any such Review Receivables.

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