Accounting Firm Procedures Sample Clauses

Accounting Firm Procedures. Buyers and Seller Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all remaining Disputed Items (but no others) as soon as practicable, but in any event shall direct the Accounting Firm to render a written determination within forty-five (45) calendar days after its engagement and considering the respective positions as to each remaining Disputed Item in accordance with the terms of this Section 1.2.5. Each of Seller Representative and Buyers shall have the right to provide the Accounting Firm and the other Party with a statement of their respective positions as to the amount for each Disputed Item within ten (10) Business Days after the date the remaining Disputed Items are submitted to the Accounting Firm; provided, that if a Party fails to deliver such statement within such ten (10) Business Day period, such Party shall be deemed to have accepted and taken the other Party’s position as to the amount of each remaining Disputed Item. The Accounting Firm shall consider only those Disputed Items and amounts (and any statement and substantiating documentation from Buyers or Seller Representative in connection therewith) that are identified as the items in dispute. For the avoidance of doubt, the Parties shall not disclose, directly or indirectly, any communications among the Parties with respect to the negotiation or settlement of any Disputed Items to the Accounting Firm. In resolving any Disputed Item, the Parties will direct the Accounting Firm not to assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Accounting Firm’s determination of the Disputed Items shall be made based solely on the statements and substantiating documentation submitted by Buyers and Seller Representative (i.e., not on an independent review), the applicable provisions and definitions set forth herein, and an analysis that is consistent with and in accordance with the methodologies and principles contemplated herein. If at any xxxx Xxxxxx Representative and Buyers resolve any Disputed Items, then notwithstanding the preceding provisions of this Section 1.2.5, the Accounting Firm’s involvement promptly shall be discontinued as to such Disputed Items and the Closing Statement shall be revised, if necessary, to reflect such resolution and thereupon shall be final and binding on the Parties for all purposes of this Agreemen...
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Accounting Firm Procedures. If any accounting firm is engaged as provided in Subsection 8.01 (b) above, Sellers and Buyer agree to provide such accounting firm with all books, records and other information relevant to the determination of the amount in dispute. In determining the amount in dispute, such accounting firm shall be instructed to use a materiality standard as such firm may determine to be reasonable under the circumstances, in light of the cost to be incurred and the amount in issue. Such accounting firm shall be instructed to make such calculations as soon as practicable. The final determination of any adjustment of the Base Purchase Price, pursuant to this Subsection 8.01(c) shall be binding on the parties hereto.

Related to Accounting Firm Procedures

  • Cooperation Procedures The Seller shall, in connection with the delivery of each Qualified Replacement Mortgage to the Custodian, on behalf of the Indenture Trustee, provide the Indenture Trustee with information set forth in the Schedules of Home Equity Loans with respect to such Qualified Replacement Mortgage.

  • Transition Procedures Upon the expiration or termination of the Term of this Lease, for whatever reason (other than a purchase of the Leased Property by Lessee), Lessor and Lessee shall do the following (and the provisions of this Section 2.3 shall survive the expiration or termination of this Lease until they have been fully performed) and, in general, shall cooperate in good faith to effect an orderly transition of the management and/or lease of the Hotel:

  • Review Procedures A request for review of a denied claim must be made in writing to Plan Administrator within sixty (60) days after receiving notice of denial (one hundred eighty (180) days in the case of a claim involving Disability Retirement Benefits). The decision upon review will be made within sixty (60) days after Plan Administrator’s receipt of a request for review (forty-five (45) days in the case of a claim involving Disability Retirement Benefits), unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than one hundred twenty (120) days after receipt of a request for review (ninety (90) days in the case of a claim for Disability Retirement Benefits). A notice of such an extension must be provided to the Claimant within the initial sixty (60) day period (the initial forty-five (45) day period in the case of a claim for Disability Retirement Benefits) and must explain the special circumstances and provide an expected date of decision. The reviewer shall afford the Claimant an opportunity to review and receive, without charge, all relevant documents, information and records and to submit issues and comments in writing to Plan Administrator. The reviewer shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted or considered in the benefit determination. Upon completion of its review of an adverse initial claim determination, Plan Administrator will give the Claimant, in writing or by electronic notification, a notice containing:

  • Accounting Procedures 7.3.1. Principal and Interest Computation.......................... 7.3.2.

  • Proration Procedures All Term Loans offered in Return Bids (or, if applicable, any component bid thereof) constituting Qualifying Bids equal to the Applicable Threshold Price will be purchased at a purchase price equal to the Applicable Threshold Price; provided that if the aggregate principal amount of all Term Loans for which Qualifying Bids have been submitted in any given Auction equal to the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Term Loans purchased below the Applicable Threshold Price), the Offeror shall purchase the Term Loans for which the Qualifying Bids submitted were at the Applicable Threshold Price ratably based on the respective principal amounts offered and in an aggregate amount up to the amount necessary to complete the purchase of the Auction Amount. For the avoidance of doubt, no Return Bids (or any component thereof) will be accepted above the Applicable Threshold Price.

  • Claim Procedures Claim forms or claim information as to the subject policy can be obtained by contacting Benmark, Inc. (800-544-6079). When the Named Fiduciary has a claim which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Agreement. In the event that a claim is not eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making an inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer.

  • Escalation Procedures Documented customer support processes are to be developed by PSI. Specific process documentation is required for the following: o customer support procedures o trouble escalation procedures o trouble ticketing, tracking, and resolution PSI must provide information to the IXC customer describing customer support, problem resolution, and trouble escalation procedures, customer contact information, and trouble reporting methods.

  • Quality Control Procedures The Seller must have an internal quality control program that verifies, on a regular basis, the existence and accuracy of the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of evaluating and monitoring the overall quality of its loan production and servicing activities. The program is to ensure that the Mortgage Loans are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest, fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.

  • Allocation Procedures On each Business Day, the Credit Facility Team shall seek to collect data on the uninvested cash of Funds listed on Schedule B hereto from such Funds’ custodian. On each occasion that a Fund delivers Borrowing Instructions to the Credit Facility Team, the Credit Facility Team will seek to match the amount and term of the Fund’s borrowing needs with the cash available from the Funds that have provided Lending Instructions in accordance with allocation and administrative procedures established by the Board of Trustees. The Credit Facility Team shall allocate the borrowing demand and lending needs among the Funds on what the Credit Facility Team deems to be an equitable basis and in accordance with the Interfund Lending Procedures. The Credit Facility Team shall not solicit cash for Loans from any Funds or publish or disseminate the amount of any current borrowing demand to the Adviser’s investment personnel. No Loan may be made unless the Interest Rate is more favorable for the Lender than both the OTD Rate and the Repo Rate and more favorable for the Borrower than the Bank Loan Rate.

  • Arbitration Procedures Arbitration shall be conducted in accordance with the Uniform Arbitration Act, except to the extent the provisions of such Act are modified by this Agreement or the subsequent mutual agreement of the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. Any party hereto may bring an action, including a summary or expedited proceeding, to compel arbitration of any controversy or claim to which this provision applies in any court having jurisdiction over such action in Shelby County, Tennessee, and the parties agree that jurisdiction and venue in Shelby County, Tennessee are appropriate and approved by such parties.

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