Time for Objections Sample Clauses

Time for Objections. After the Purchaser has furnished the Closing Date Statement and the Closing Date Calculation, the Seller may object thereto by written notice from the Seller to the Purchaser within thirty (30) days after the Seller’s receipt of the Closing Date Statement and the Closing Date Calculation, which notice shall specify in reasonable detail those items or amounts as to which the Seller objects. If no such notice is delivered within such thirty (30) day period, or if the Seller confirms in writing that the Seller does not object to the Closing Date Calculation prior to the end of such thirty (30) day period, or if the Purchaser and the Seller agree upon all matters in dispute within the thirty (30) day period specified in Section 2.5(c), then the Closing Date Statement and the Closing Date Calculation, as adjusted to reflect any such agreements, shall be final and binding upon all parties hereto for the purpose of determining the Net Working Capital amount as of the Closing Date, and each of which shall be deemed to constitute the “Final Closing Date Statement”, “Final Closing Date Calculation” and “Final Closing Date Net Working Capital”, respectively, under this Agreement.
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Time for Objections. After the Purchaser shall have furnished the Initial Accounting Report to the Sellers, if the Sellers should object to that report on the grounds that it is not consistent with GAAP, consistently applied, the Sellers may give written notice of their objection to the Purchaser within twenty (20) calendar days after the Sellers' receipt of that report. If requested by the Sellers at the time of delivery of such notice, the Purchaser shall cause the CPA promptly to make available to the Sellers and the Accountants any report prepared by the CPA with respect to the matters in dispute in connection with the Initial Accounting Report. If no such objection is made within such twenty (20) day period, or if the Purchaser and the Sellers agree upon all matters in dispute, that Initial Accounting Report, as adjusted to reflect any such agreements, shall be final and binding on all parties hereto for the purpose of determining the Net Worth as of the Closing Date and the Net Debt as of the Closing Date and shall be referred to as the "Final Accounting Report".
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Time for Objections. After the CPA shall have furnished the Initial Accountant's Report to the Sellers, if the Sellers object to the Initial Accountant's Report on the grounds that it has not been made in accordance with this Agreement, the Sellers may give written notice of their objection to the Purchasers within thirty (30) days after their receipt of the Initial Accountant's Report. If no such assertion is made within such thirty (30) day period, or if the Purchasers and the Sellers agree upon all matters in dispute within the fifteen (15) day period specified in Section 2.5.3.3, that Initial Accountant's Report, as adjusted to reflect any such agreements, shall be final and binding on all parties hereto for the purpose of determining the Net Asset Value as of the Closing Date and shall be referred to as the "Final Accountant's Report".
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Time for Objections. After the Seller shall have furnished the Closing Date Statement of Net Assets and its calculation of Roll-Forward Closing Date Net Assets to the Purchasers, the Purchasers may object to (i) the Closing Date Statement of Net Assets but only with respect to events occurring after the date hereof and prior to the Accounting Closing Date and only on the ground that one or more of the line items of such Closing Date Statement of Net Assets were not calculated in accordance with this Agreement or (ii) the calculation of Roll-Forward Closing Date Net Assets, but only on the grounds that it was not calculated in accordance with procedures specified in Section 2.7 of the Seller's Disclosure Schedule. If the Purchasers object to the calculation of any line item of the Closing Date Statement of Net Assets or to the calculation of Roll-Forward Closing Date Net Assets in accordance with procedures specified in Section 2.7 of the Seller's Disclosure Schedule, the Purchasers may give a reasonably detailed written notice of their objection to the Seller within 30 days after their receipt of the Closing Date Statement of Net Assets, which notice shall state specifically (i) the disputed line item(s) or calculation, (ii) the basis for the dispute(s) with respect to each line item or such calculation, and (iii) the adjustments sought with respect to each such line item or calculation and each such dispute. If no such notice is delivered within such 30-day period, or if the Purchasers and the Seller agree upon all matters in dispute within the 45-day period specified in Section 2.5.3.3, then the Closing Date Statement of Net Assets and their calculation of Roll-Forward Closing Date Net Assets, as adjusted to reflect any such agreements, shall be final and binding upon all parties hereto for the purpose of determining the Closing Date Net Assets and the Roll-Forward Closing Date Net Assets, and the Closing Date Statement of Net Assets shall be referred to herein as the "Final Closing Date Statement of Net Assets."
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Time for Objections. After Reuters shall have furnished the Closing Statement of Closing Working Capital to MTH, MTH may object to the Closing Statement of Closing Working Capital. If MTH objects to the calculation of any line item of the Closing Statement of Closing Working Capital, MTH must give a reasonably detailed written notice of its objection to Reuters within 45 days after its receipt of the Closing Statement of Closing Working Capital (subject to Reuters and Reuters’ accountants providing the access described above), which notice shall state specifically (i) the disputed line item(s) or calculation, (ii) the basis for the dispute(s) Back to Contents with respect to each line item or such calculation, (iii) the adjustments sought with respect to each such line item or calculation and each such dispute and (iv) MTH’s calculation of Closing Working Capital. If no such notice is delivered within such period (subject to Reuters and Reuters’ accountants providing the access described above), or if Reuters and MTH agree upon all matters in dispute within the period specified in Section 2.5.3.2, then the Closing Statement of Closing Working Capital, as adjusted to reflect any such agreements, shall be final and binding upon all parties hereto for the purpose of determining Closing Working Capital, and the Closing Statement of Closing Working Capital shall be referred to herein as the “Final Closing Date Statement” and Closing Working Capital, as set forth thereon, shall be referred to as “Final Working Capital”.
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Related to Time for Objections

  • Objections Buyer may object in writing to defects, exceptions, or encumbrances to title: disclosed on the survey other than items 6A(1) through (7) above; disclosed in the Commitment other than items 6A(1) through (9) above; or which prohibit the following use or activity: . Buyer must object the earlier of (i) the Closing Date or (ii) days after Xxxxx receives the Commitment, Exception Documents, and the survey. Buyer’s failure to object within the time allowed will constitute a waiver of Buyer’s right to object; except that the requirements in Schedule C of the Commitment are not waived by Buyer. Provided Seller is not obligated to incur any expense, Seller shall cure any timely objections of Buyer or any third party lender within 15 days after Seller receives the objections (Cure Period) and the Closing Date will be extended as necessary. If objections are not cured within the Cure Period, Buyer may, by delivering notice to Seller within 5 days after the end of the Cure Period: (i) terminate this contract and the xxxxxxx money will be refunded to Buyer; or (ii) waive the objections. If Buyer does not terminate within the time required, Buyer shall be deemed to have waived the objections. If the Commitment or Survey is revised or any new Exception Document(s) is delivered, Buyer may object to any new matter revealed in the revised Commitment or Survey or new Exception Document(s) within the same time stated in this paragraph to make objections beginning when the revised Commitment, Survey, or Exception Document(s) is delivered to Buyer.

  • Title Objections Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

  • No Objection FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Securities.

  • Resolution of Objections to Claims (a) If the Members do not object in writing to any claim or claims by Buyer made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall submit one or more joint written instructions to the Escrow Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall attempt in good faith for forty-five (45) days after Buyer’s receipt of such written objection to resolve such objection. If Buyer and the Members reach agreement during such period that Buyer is entitled to all or any portion of the Indemnifiable Damages sought pursuant to the Officer’s Certificate, then Buyer and the Members shall submit a joint written instruction to the Escrow Agent directing the release to Buyer of such Indemnifiable Damages or portion thereof. If Buyer and the Members reach agreement that Buyer is not entitled to any Indemnifiable Damages with respect to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts shall be released from the Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released by the Escrow Agent to the Members in accordance with the Escrow Agreement, and Buyer and the Members shall submit a joint written instruction to the Escrow Agent so directing the release of funds from the Escrow Account.

  • Objections to Claims At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

  • Objection On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails 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 Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller 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 Seller, shall be final and binding.

  • 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.

  • Survey or Title Objections If Buyer discovers any title or survey matter which is objectionable to Buyer, Buyer may provide Seller with written notice of its objection to same. Any contrary provisions of Article XV concerning what does or does not constitute delivery notwithstanding, Buyer shall provide and Seller must actually receive, any notice of objections on or before the fifth (5th) day prior to the expiration of the Review Period (the “Title Review Period”). If Seller has not actually received a written notice of objection to any such matter set forth in the Survey or Title Commitment prior to the expiration of the Title Review Period, it shall be conclusively assumed that Buyer has approved same. If Buyer disapproves any condition of title, survey or other matters by written objection to Seller on or before the expiration of the Title Review Period, Seller shall elect either to attempt to cure or not cure any such item and shall notify Buyer of its election by written notice within five (5) days after its receipt of notice from Buyer setting forth title or survey objection. If Seller commits in writing to attempt to cure any such item, then Seller shall be given until the Closing Date to cure any such defect. In the event Seller shall fail to cure a defect which Seller has committed in writing to cure prior to Closing, or if a new title defect arises after the date of Buyer’s Title Commitment or Survey, as applicable, but prior to Closing, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such objection and proceed to Closing, or (ii) to terminate this Contract and receive a return of the Xxxxxxx Money Deposit. The items shown on the Title Commitment which are not objected to by Buyer as set forth above (other than exceptions and title defects arising after the Title Review Period and other than those standard exceptions which are ordinarily and customarily omitted in the state in which the applicable Hotel is located, so long as Seller provides the appropriate owner’s affidavit, gap indemnity or other documentation reasonably required by the Title Company for such omission) are hereinafter referred to as the “Permitted Exceptions.” In no event shall Permitted Exceptions include liens, or documents evidencing liens, securing any indebtedness (including vehicle or FF&E leases or financing arrangements) any mechanics’ or materialmen’s liens or any claims or potential claims therefor covering the Property or any portion thereof (“Seller Liens”), each of which shall be paid in full by Seller and released at Closing, except to the extent caused by Buyer. If a vehicle or FF&E lease or other financing cannot be released at Closing, Seller shall credit Buyer at Closing with the amount necessary to fully pay off such lease or financing over its term.

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