![]() The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. ![]() If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the Order immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Goods on the Delivery Date.ĭelivery Delay The delivery of any certificate representing the Restricted Stock or other RS Property may be postponed by the Company for such period as may be required for it to comply with any applicable federal or state securities law, or any national securities exchange listing requirements and the Company is not obligated to issue or deliver any securities if, in the opinion of counsel for the Company, the issuance of such Shares shall constitute a violation by the Participant or the Company of any provisions of any law or of any regulations of any governmental authority or any national securities exchange.Įstimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. Timely delivery of the Goods is of the essence. See Article 14.ĭelivery Date Seller shall deliver the Goods in the quantities and on the date(s) specified in this Order or as otherwise agreed in writing by the parties (the "Delivery Date"). ![]() Landlord’s Broker: Xxxxxxx & Wakefield Tenant’s Broker: Colliers Security Deposit: Letter of Credit in the amount of Nine Hundred Twenty- Seven Thousand Four Hundred Ninety-Eight ($927,498.00) Dollars. In no event shall Tenant or any subtenant or other occupant of all or any portion of the Premises use the Premises or any portion thereof in a manner that includes activities that would qualify or be characterized as any biosafety level (“ BSL”) other than BSL1 or BSL2. Permitted Uses: Laboratory and research and development use, including, but not limited to, life sciences, pharmaceuticals, micro- biology, chemistry, vivarium, and similar scientific research uses, which may also include ancillary support office and conference rooms, provided the area devoted to support office and conference rooms shall not in the aggregate exceed sixty percent (60%) of the rentable area of the Premises ( collectively, “ Life Science Uses”). Reference is made to the Work Letter attached hereto as Exhibit C for the description of the Delivery Date and other matters related thereto.
0 Comments
Leave a Reply. |
AuthorWrite something about yourself. No need to be fancy, just an overview. ArchivesCategories |