Accounting Objections Sample Clauses

Accounting Objections. Should Seller and Buyer not be able to resolve such objections as may be raised with respect to the Preliminary Closing Statement or adjustments to the Estimated Purchase Price (collectively, the "Accounting Objections") within the thirty (30) day period described in (b) above, either party may submit the matter to a mutually agreed upon independent and nationally recognized accounting firm for review and resolution, with instructions to complete the same as promptly as practicable and to base such review and resolution on GAAP, consistently applied, on which the Model Statement was prepared except as set forth in the accounting procedures and the exceptions to GAAP set forth in Schedule 5.17 of the Disclosure Schedule. The fees and costs of the accounting firm, if one is required, shall be borne equally by Seller and Buyer.
Sample 1
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Accounting Objections. Should the Selling Entities and Purchaser not be able to resolve such objections as may be raised with respect to the Preliminary Closing Balance Sheet, the Final Closing Balance Sheet or adjustments to the Estimated Purchase Price (collectively, the "ACCOUNTING OBJECTIONS"), the Accounting Objections shall be submitted to a binding arbitration to be conducted by AA which shall represent Seller and the independent public accounting firm of DT which shall represent Purchaser. Should AA and DT be unable to agree on the resolution of the Accounting Objections, after negotiating in good faith for a period of thirty (30) days, the same shall be submitted to Ernst & Young LLP for a binding resolution. The Selling Entities and Purchaser shall be responsible for the fees of their respective accounting firms. The fees of the third accounting firm, if one is required, shall be borne equally by the Selling Entities and Purchaser.
Sample 1

Related to Accounting Objections

  • Accounting Decisions All decisions as to accounting principles, except as specifically provided to the contrary herein, shall be made by the General Partner.

  • Accounting Matters If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

  • Accounting and Fiscal Year Subject to Code Section 448, the books of the Partnership shall be kept on such method of accounting for tax and financial reporting purposes as may be determined by the General Partner. The fiscal year of the Partnership shall end on December 31 of each year, or on such other date permitted under the Code as the General Partner shall determine.

  • Fiscal Year and Accounting Method The fiscal year of the Company shall be as designated by the Board of Directors. The Board of Directors shall also determine the accounting method to be used by the Company.

  • Fiscal Year and Accounting Methods Borrower may not and may not permit any Company to change its fiscal year or its method of accounting (other than immaterial changes in methods or as required or permitted by GAAP).

  • Financial Statements; Non-GAAP Financial Measures The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

  • Accounting and Financial Determinations Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Section 7.2.4) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with, those generally accepted accounting principles ("GAAP") applied in the preparation of the financial statements referred to in Section 6.5.

  • Accounting Reports (a) By February 20 of each calendar year the General Partner shall provide to the Limited Partner and the Special Limited Partner all tax information necessary for the preparation of their federal and state income tax returns and other tax returns with regard to the jurisdiction(s) in which the Partnership is formed and in which the Project is located.

  • Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;

  • General Accounting Matters (a) GP-Related Net Income (Loss) shall be determined by the General Partner at the end of each accounting period and shall be allocated as described in Section 5.4.

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