Seller Review Period definition

Seller Review Period has the meaning set forth in Section 2.2(d).
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Seller Review Period the meaning set forth in Section 1.3(c). SRO: a Self Regulatory Organization registered under the Exchange Act, including the NYSE and the NASD.
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Seller Review Period means a period commencing on the date on which the Purchaser has notified the Seller in writing or the Seller has otherwise reasonably determined that an event has occurred that would preclude the Purchaser from satisfying the closing condition required under Section 3.01(d)(i) or (iv) and ending on the date that is thirty (30) days following such notice or determination.
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Examples of Seller Review Period in a sentence

  • If Seller fails to dispute the Closing Date Balance Sheet, including the computation of the Final Working Capital Deficit, during the Seller Review Period, Seller shall be deemed to have accepted the terms of the Closing Date Balance Sheet, including the Seller Adjustment Payment or the Purchaser Adjustment Payment thereunder, as determined by Purchaser.

  • If Seller does not deliver a Seller Objection Notice within the Seller Review Period, Seller shall be deemed to agree in all respects with the Closing Net Capital Statement and the items and amounts reflected thereon shall be final and binding upon Purchaser and Seller.

  • If Seller does not deliver a Seller Objection Notice within the Seller Review Period, Seller shall be deemed to agree in all respects with the Closing Date Balance Sheet and the Closing Working Capital Statement and the items and amounts reflected thereon shall be final and binding upon Purchaser and Seller.

  • If the Seller does not deliver a Seller Objection Notice within the Seller Review Period, the Seller shall be deemed to agree in all respects with the Closing Date Balance Sheet and the Closing Working Capital Statement and the items and amounts reflected thereon shall be final and binding upon the Purchaser, the Parent and the Seller.

  • If Seller disputes the computation of the Final Working Capital Deficit during the Seller Review Period, then Seller and Purchaser shall have 20 business days from the delivery of notice of its dispute to Purchaser to reach an agreement with regard to the disputed computation (the "RESOLUTION PERIOD").

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

  • Notwithstanding the foregoing, if the last day of the Review Period is not a Business Day, then, for purposes of this Section 2.5, the last day of the Seller Review Period shall be the next succeeding Business Day.

  • In the event that Seller does not provide a Balance Sheet Dispute Notice by the end of the Seller Review Period, Seller shall be deemed to have accepted the Closing Balance Sheet, the Closing Statement and the calculation of the Closing Date Working Capital delivered by Buyer and Parent, which shall thereupon be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse against Seller under any provision of this Agreement, including Article 9.

  • Personally, my goals are not a lot different from former Secretary Hayden or former Secretary Steve Williams.

  • If Seller in good faith disagrees with Purchaser’s determination of Closing Net Assets, Seller may deliver to Purchaser, prior to the expiration of the Seller Review Period, a notice (the “Seller Objection Notice”) setting forth in reasonable detail (i) the items or amounts with which Seller disagrees and the basis for such disagreement and (ii) Seller’s proposed corrections to the Closing Net Assets Statement (collectively, the “Seller Objection”).


More Definitions of Seller Review Period

Seller Review Period shall have the meaning set forth in Section 2.8.
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Seller Review Period is defined in Section 2.4.2.
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Seller Review Period shall have the meaning set forth in Section 1.7(c).
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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 within the meaning of the Code or any other applicable Law or (3) any contractual obligation. "THIRD PARTY CLAIM" means any claim brought by a Person who is not a party to this Agreement. "THIRD PARTY INTELLECTUAL PROPERTY RIGHTS" has the meaning set forth in Section 3.12(a). 7 <PAGE> "TRANSACTION SERVICES" shall mean the business of providing transaction processing solutions for consumer-to-business, business-to-business, and person-to-person electronic commerce for third parties. "TRANSFERRED CUSTOMERS" has the meaning set forth in Section 9.4. "TRANSFERRED CLAIMS" has the meaning set forth in Section...
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Related to Seller Review Period

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

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

  • 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.

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

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

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

  • Review Package A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard) of the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and copies of all relevant documentation.

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

  • 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.

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

  • 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;

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

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

  • Settlement Statement has the meaning set forth in Section 3.2(a).

  • Objections Statement has the meaning set forth in Section 1.02(d).

  • 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].

  • Seller Representative means Xxxxx Bank.

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

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

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

  • Title Defect Notice shall have the meaning set forth in Section 11.2(a).

  • Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

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

  • Buyer’s Representatives means Buyer, any direct or indirect owner of any beneficial interest in Buyer, and any officers, directors, employees, agents, representatives and attorneys of Buyer or any such direct or indirect owner of any beneficial interest in Buyer.

  • Title Defect as used herein shall mean any encumbrance, encroachment, irregularity, defect in or objection to Seller’s title to the Leases and Xxxxx (excluding Permitted Encumbrances) which would result in Seller not having Defensible Title.