Purchaser Review Period definition

Purchaser Review Period means a period commencing on the date on which the Seller has notified the Purchaser in writing or the Purchaser has otherwise reasonably determined that an event has occurred that would preclude the Seller from satisfying the closing condition required under Section 3.01(b)(i) (other than with respect to Section 4.01(a)(vi)) and ending on the date that is thirty (30) days following such notice or determination.
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Purchaser Review Period has the meaning set forth in Section 2.2(a).
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Purchaser Review Period has the meaning set forth in Section 2.5(b).
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Examples of Purchaser Review Period in a sentence

  • If Purchaser does not accept such Purchaser Burdensome Condition(s) or if Seller has not received written confirmation from Purchaser that it will accept the Purchaser Burdensome Condition(s) by the expiration of the Purchaser Review Period, then either Party may terminate this Agreement and the transactions contemplated by this Agreement may be abandoned.

  • Purchaser and Seller acknowledge and agree that the Purchaser Review Period Termination Right is hereby terminated and shall be of no further force or effect.

  • Seller shall provide Purchaser with the Customer Information for a period (the “Purchaser Review Period”) ending at the close of business on April 10, 2002, or such later date as the Purchaser and Seller may agree in writing, and the Purchaser shall be entitled during the Purchaser Review Period to contact the customers for the purposes of verifying the Customer Information.

  • If Purchaser does not dispute the Book Value Calculation before the expiration of the Purchaser Review Period, then the Book Value Calculation shall be the Carroll Tangible Book Value for purposes of calculating the Merger Consideration under this Agreement.

  • By the end of the Purchaser Review Period and, if the Purchaser delivers an Objection Notice, at the same time it delivers such Objection Notice, the Purchaser shall notify the Parent if its disagrees with such schedule, setting forth in reasonable detail (i) the items or amounts with which the Purchaser disagrees and the basis for such disagreement and (ii) the Purchaser's proposed corrections to such schedule.

  • If such written notice is delivered to the Seller on or prior to the expiration of the Purchaser Review Period, this Agreement shall automatically terminate.

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  • Upon or prior to the expiration of the Purchaser Review Period, the Purchaser shall, if it is not satisfied with the Customer Information and it wishes to terminate this Agreement, provide written notice to such effect to the Seller.

  • If Purchaser disputes the Sellers Adjustment Statement, then Purchaser shall deliver to Sellers within the Purchaser Review Period a statement setting forth in reasonable detail Purchaser’s reasons for such dispute (the “Purchaser Adjustment Statement”).

  • If Purchaser fails to deliver the Closing Date Balance Sheet to Seller during the extended Purchaser Review Period, as extended, then Purchaser shall be deemed to have waived its rights to the Purchase Price Adjustment, and Seller may submit a Closing Date Balance Sheet to Purchaser if it would be entitled to the Purchaser Adjustment Payment thereunder.


More Definitions of Purchaser Review Period

Purchaser Review Period has the meaning specified in Section 3.2.2.
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Purchaser Review Period in Section 5.2; (hh) "Purchaser's Optional Fiber" in Section 2.4; (ii) "Purchaser Strands" in Section 2.1; (jj) "Receiving Party" in Section 26.4; (kk) "Regulations" in Section 18.1; (ll) "Reimbursable Imposition Amount" in Section 14.4; (mm) "Right of First Refusal" in Section 23.2(a); (nn) "Space Agreement" in Section 2.1; (oo) "System Route" in Recital A; (pp) "Transfer" in Section 23.2; (qq) "Transfer Notice" in Section 23.2(a); (rr) "Underlying Rights" in Section 9.1; (ss) "Upgraded Subdivision" in Section 2.4.
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Purchaser Review Period has the meaning set forth in Section 2.2(a). "RESOLUTION PERIOD" has the meaning set forth in Section 2.2(d). 6 <PAGE> "SEC" shall mean the Securities and Exchange Commission. "SECURITIES ACT" shall mean the Securities Act of 1933, as amended from time to time. "SELECTED AUDITOR" shall mean Ernst & Young. "SELLER" has the meaning set forth in the preamble. "SELLER ADJUSTMENT PAYMENT" has the meaning set forth in Section 2.2(b). "SELLER DISCLOSURE LETTER" means the disclosure letter delivered by Seller to Purchaser concurrently with the execution and delivery of this Agreement. "SELLER REVIEW PERIOD" has the meaning set forth in Section 2.2(d). "SGS" has the meaning set forth in Section 8.5. "SOFTWARE LICENSE AGREEMENT" has the meaning set forth in Section 9.2. "SUBJECT BUSINESS" has the meaning set forth in the recitals. "TAX RETURNS" means returns, reports, statements, declarations, forms and information statements with respect to Taxes, including any schedule or attachment thereto, required to be submitted to or be filed with the IRS or any other federal, foreign, state, local or provincial taxing authority, domestic or foreign. "TAXES" or "TAX," as applicable, means taxes, fees, assessments, levies, duties, tariffs, imports, and governmental impositions or charges of any kind in the nature of (or similar to) taxes, payable to any federal, state, local or foreign taxing authority whether or not disputed, including without limitation (a) income (including whether or not based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits), franchise, profits, gains, gross receipts, excise, sales, use, ad valorem, transfer, net worth, value added, license, withholding, payroll, employment, social security (or similar), workers' compensation, unemployment compensation, environmental, utility, excise, severance, production, stamp, occupation, premium, customs duties, property or windfall profits, alternative or add-on minimum taxes, or any other tax of any kind whatsoever, together with all interest and penalties, additions to tax and other additional amounts imposed by any taxing authority (domestic or foreign), and (b) any liability for the payment of any amount of the type described in the immediately preceding clause (a) as a result of (1) being a "transferee" within the meaning of Section 6901 of the Code or any other applicable Law, (2) being a member of an affiliated or combined group wit...
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Purchaser Review Period has the meaning given to such term in Section 2.1(a) of this Agreement.
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Purchaser Review Period has the meaning ascribed to it in Section 3.5(b)(ii). “Qualifying Bid” means a bid which meets the criteria set forth in Section 7.2(c)(ii), as applicable. “Qualifying Bidder” has the meaning ascribed to it in Section 7.2(c)(i). “Release” means the Release and Covenant Not to Xxx, substantially in the form of Exhibit D hereto. “Sale Hearing” means the hearing before the Bankruptcy Court to consider Sellers’ motion for entry of the Sale Order. “Sale Motion” means the motion (including such amendments and supplements as are acceptable to Purchaser and Sellers) of Sellers seeking approval from the Bankruptcy Court for entry of the Procedures Order and Sale Order. “Sale Order” shall be an Order or Orders of the Bankruptcy Court substantially in the form attached hereto as Exhibit E, including such non-substantive changes thereto as are reasonably acceptable to Purchaser and Sellers, approving this Agreement and all of the respective terms and conditions hereof, and approving and authorizing Sellers to consummate the transactions contemplated hereby. “San Diego Studio” means the studio located at 00000 Xxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx, XXX 00000. “SEC” means the U.S. Securities and Exchange Commission. “Seller” or “Sellers” has the meaning ascribed to it in the Recitals. “Seller Documents” has the meaning ascribed to it in Section 5.2. “Seller Games” has the meaning ascribed to it in Paragraph 1 of Schedule 2.1. “Sellers Adjustment Statement” has the meaning ascribed to it in Section 3.5(b)(i). “Sellers’ Dispute Statement” has the meaning ascribed to it in Section 3.5(b)(iii). -8-
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Related to Purchaser Review Period

  • Title Review Period shall have the meaning set forth in Section 4.3.

  • Review Period has the meaning set forth in Section 2.04(c)(i).

  • Inspection Period means the period beginning on the Effective Date and expiring at 5:00 p.m. eastern time on the forty-fifth day after the Effective Date.

  • Study Period means the period commencing at 9:00 a.m. on the date hereof, and continuing through 5:00 p.m. on the Closing Date.

  • Due Diligence Period has the meaning set forth in Section 4.1(a).

  • Seller’s Notice has the meaning set forth in Section 8.5(a).

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Buyer’s Representatives has the meaning set forth in Section 6.02.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Seller Representative means Xxxxx Bank.

  • Buyer Representatives shall have the meaning set forth in Section 6.4(a).

  • Dispute Period shall have the meaning specified in Section 9.3(a).

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Dispute Notice means a written notice served by one Party on the other stating that the Party serving the notice believes that there is a Dispute;

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Due Diligence Review shall have the meaning as set forth in Section 2.5.

  • Defects Notification Period means the period for notifying defects in the Works or a Section (as the case may be) under Sub-Clause 11.1 [Completion of Outstanding Work and Remedying Defects], which extends over 365 days except if otherwise stated in the SCC (with any extension under Sub-Clause 11.3 [Extension of Defects Notification Period]), calculated from the date on which the Works or Section is completed as certified under Sub-Clause 10.1[Taking Over of the Works and Sections].

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Xxxx Dispute Notice means the notice issued by a Party raising a Dispute regarding a Monthly Xxxx or a Supplementary Xxxx issued by the other Party;

  • Engineer’s Representative means the official in the civil/ electrical engineering department who is authorized to be in-charge of the work to which these presents relate. It shall include any other official nominated to attend to the supervision of day to day execution of the work to which this CONTRACT relates.

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Objection Period has the meaning set forth in Section 2.4(d).