Notice of Objections Clause Samples

Notice of Objections. During the Environmental Due Diligence Period, Buyer may notify Seller in writing of any objections relating to any aspects of the Subject Assets relating to one or more Branches (the "Affected Branches") pertaining to physical condition, presence of any Hazardous Substances, compliance with all applicable Environmental Laws, any matters disclosed in the Phase I's or Asbestos Surveys, any matters disclosed by Seller or about which Seller provided representations or warranties in this Section 4.4, or any matters disclosed in any Environmental Assessments. (A) In the event that Buyer fails to so notify Seller of any such objections, Buyer shall be deemed to have approved such items. (B) In the event, however, that Buyer notifies Seller in writing and within the Environmental Due Diligence Period of any such objections, the parties will have a period of ten (10) Business Days to agree upon a resolution of the objection(s). If the parties cannot agree within such period of ten (10) Business Days, then within five (5) Business Days after the expiration of such period either party may initiate a proceeding to resolve such objections pursuant to the procedures set forth in Section 9.4 of this Agreement; provided, however, that within such five (5) Business Days the Seller in its sole discretion may, in a case where Buyer has notified Seller of objections with respect to Branch Real Estate or Improvements, elect to remove the Branch Real Estate and Improvements relating to the Affected Branches from the Assets to be sold and transferred to Buyer, in which event (I) the consideration payable under Article 3 shall automatically be adjusted accordingly and (II) commencing on the Closing Date Buyer shall lease the Branch Real Estate and Improvements relating to the Affected Branches from Seller for a period of at least six (6) months, at a rental rate and on terms to be agreed upon by Buyer and Seller, which rate and terms shall be commercially reasonable and comparable to those for similar properties in the vicinities of the Affected Branches, and provided, further, that if Buyer and Seller do not agree upon the rental rate or one or more such terms within an additional ten (10) Business Days after expiration of the five (5) Business Days referred to above, then the determination of such rate and/or term(s) shall be immediately submitted to arbitration pursuant to the procedures set forth in Section 9.4 of this Agreement. In a case where Buyer has notified Seller of ...

Notice of Objections. 9.2.1 If Buyer fails to notify Seller in writing of any objections to the items set forth in Section 9.1.2 on or before the expiration of the Due Diligence Period, Buyer shall be conclusively deemed to have approved such items. 9.2.2 If Buyer notifies Seller in writing of any objections to the condition of the Property or any other matters relating to the Property and/or operation or financial condition of the Property as set forth in Section 9.1.2 on or before the expiration of the Due Diligence Period, the parties will have five (5) business days to agree upon a resolution of the objection(s). If the parties cannot agree within the five (5) business day period, then Buyer may terminate this Agreement by delivering written notice to Seller (which notice must be given within three (3) business days after the expiration of the five (5) business day period), in which event the Deposit and any interest accrued thereon will be returned to Buyer, and all rights and obligations of the parties existing hereunder shall terminate and be of no further force or effect, except any rights and obligations which are expressly stated to survive the termination of this Agreement.

Notice of Objections. Within forty five (45) days of Buyer’s receipt from the Seller (or the Abstractor) of the information described in 6.05(a), Buyer shall deliver to Seller notice identifying the Liens, restrictions and limitations on the Easements that, in Buyer’s reasonable opinion, could materially and adversely restrict or prevent the use of the Easements in the operation of the System, (an “Easement Objection Notice”). Buyer shall not be permitted to include in its Easement Objection Notice any Liens, restrictions and limitations that: (a) are Permitted Liens, (b) pertain to the Buyer or any requirements, conditions or obligations of the Buyer, or (c) are matters of record and set forth in the Abstractor’s search results that do not, in Buyer’s reasonable opinion, materially and adversely restrict or prevent the use of the Easements in the operation of the System (specifically including mortgages or other instruments securing indebtedness incurred by the owner of the land burdened by the Easement) (such exceptions objected to in the Objection Notice, the “Easement Objection Items.” If Buyer provides the Seller with an Easement Objection Notice, the Seller shall use its commercially reasonable efforts to have the Easement Objection Items Cured, prior to or as of the Closing. At or prior to the Closing, the Seller shall deliver written evidence to Buyer, in form and substance reasonably satisfactory to Buyer, evidencing that Seller has Cured all objections identified in the Easement Objection Notice. In the event that Seller is unable to Cure any such Objection Item per this Section 6.05(b), Seller shall: (i) grant Buyer a license per Section 6.05(d); and (ii) Seller’s obligation to assign such Easements to Buyer per Section 2.01(a) shall survive Closing.

Notice of Objections. Within forty five (45) days of Buyer’s receipt from the Municipality (or the Abstractor) of the information described in subsection (a) above, Buyer shall deliver to Municipality written notice identifying the encumbrances on the Easements that, in Buyer’s reasonable opinion, could materially and adversely restrict or prevent the use of the Easements in the operation of the System, (an “Easement Objection Notice”). Buyer shall not be permitted to include in its Easement Objection Notice any encumbrances that: (a) are Permitted Liens, (b) pertain to the Buyer or any requirements, conditions or obligations of the Buyer, or (c) are matters of record and set forth in the Abstractor’s search results that do not, in Buyer’s reasonable opinion, materially and adversely restrict or prevent the use of the Easements in the operation of the System (specifically including mortgages or other instruments securing indebtedness incurred by the owner of the land burdened by the Easement) (such exceptions objected to in the Objection Notice, the “Easement Objection Items.” If Buyer provides the Municipality with an Easement Objection Notice, the Seller and the Municipality shall use commercially reasonable efforts to have the Easement Objection Items Cured, prior to or as of the Closing.

Notice of Objections. 9.2.1 If Buyer fails to notify Seller in writing of any objections to the items set forth in SECTION 9.1.2 on or before the expiration of the Additional Property Inspection Period with respect to the applicable Additional Property, Buyer shall be conclusively deemed to have approved such items. 9.2.2 If Buyer notifies Seller in writing of any objections to the condition of one or both of the Additional Properties or any other matters relating to one or both of the Additional Properties and/or the operation or financial condition of one or both of the Additional Properties as set forth in SECTION 9.1.2 on or before the expiration of the Additional Property Inspection Period, the parties will have three (3) business days to agree upon a resolution of the objection(s). If the parties cannot agree within the three (3) business day period, then Buyer may terminate the Agreement (with respect to the applicable Additional Property only) by delivering written notice to Additional Seller (which notice must be given within two (2) business days after the expiration of the three (3) business day period), in which event all rights and obligations of the parties existing under the Agreement (with respect to the applicable Additional Property only) shall terminate and be of no further force or effect, except any rights and obligations which are expressly stated to survive the termination of this Agreement. The Hillside Closing Date and/or applicable Westlake Closing Date shall be appropriately extended by the time periods set forth herein for the parties to take the actions described above.

Notice of Objections. Within thirty (30) days after the receipt of all of the items referred to in subsections (a) and (b) above, XRG shall give JBC written notice ("Objection Notice") of all Encumbrances reflected on the Survey that constitute, in XRG's sole opinion, objections to title ("Objectionable Encumbrances"). If XRG's Objection Notice is not timely delivered, then all of the items reflected on the Title Commitment and Survey shall be considered to be Permitted Encumbrances (as hereinafter defined).

Notice of Objections. If, within twenty (20) days following delivery of the Closing Balance Sheet and Covenant's determinations of the Debt Adjustment Amount and the Working Capital Adjustment Amount, the Stockholder Representative has not given Covenant written notice of its objection ("Objection Notice") as to such calculations and determinations, then the Debt Adjustment Amount and the Working Capital Adjustment Amount calculated by Covenant shall be binding and conclusive on the Parties and shall be deemed finally determined for purposes of Section 1.5(e) below.

Notice of Objections. Within thirty (30) days of ▇▇▇▇▇'s receipt from the Title Company of a Title Commitment for any of the parcels of Real Property, Buyer shall deliver to Seller a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same, along with Buyer's written notice to Seller of any of the exceptions to title set forth on Schedule B of such Title Commitment to which Buyer objects (such written notice of Buyer being referred to as the "Objection Notice") provided such exceptions (a) are not Permitted Liens, (b) pertain to Buyer or any requirements, conditions or obligations of Buyer, (c) are matters of record and set forth in the Title Commitment and adversely restrict or prevent the use of the Real Property in the operation of the System and

Notice of Objections. Within thirty (30) days of Buyer's receipt from the Seller (or the Abstractor) of the information described in subsection (a) above, Buyer shall deliver to Seller an Objection Notice identifying the encumbrances on the Easements that are unacceptable to Buyer, provided such exceptions are not Permitted Liens (an “Easement Objection Notice”). In the event that Buyer provides the Seller with an Easement Objection Notice, the Seller shall use commercially reasonable efforts to have such objections Cured, prior to or as of the Closing. At or prior to the Closing, the Seller shall deliver written evidence to Buyer, in form and substance reasonably satisfactory to Buyer, evidencing that Seller has Cured all objections identified in the Easement Objection Notice. In the event that Seller is unable to Cure any such Objection Item per this Section 6.05(b), Seller or Municipality shall indemnify Buyer for such inability per the terms of Article VIII hereof.