Asset Verification Sample Clauses

Asset Verification. (a) Buyer shall have a sixty (60) day period from and after the date of this Agreement during normal Business hours to verify the accuracy of the Seller's Continuing Property Records ("CPRs") for the Exchanges, and Seller shall grant Buyer reasonable access to its personnel and facilities for this purpose during such sixty (60) day period. Buyer shall provide to Seller at the end of such sixty (60) day period a statement of any Major Discrepancy ("Buyer's Statement") between the CPRs and the Buyer's findings of Assets. The Buyer's Statement will contain a list of any missing Assets which constitute a Major Discrepancy with the value as established by Seller's net book value of such Asset as set forth in the CPRs. Seller shall also provide a statement to Buyer setting forth any Assets with Seller's net book value therefor, not previously contained in the CPRs ("Seller's Statement"). Seller and Buyer shall attempt to resolve any dispute concerning Major Discrepancies set forth in Buyer's Statement and, if applicable, Seller's Statement within ten (10) days thereafter. To the extent that Buyer's Statement does not identify any Major Discrepancy with the CPRs within such period, the CPRs shall conclusively be deemed to be an accurate statement of the Assets to be transferred, except for Assets added or deleted thereafter by Seller in the normal course of Business, in accordance with Sections 6.2(C) and 6.2(E), and the Purchase Price shall not be adjusted thereafter for any discrepancies between the CPR's and the Assets that Buyer acquires at Closing. (b) In the event that Seller and Buyer are unable to reach agreement on the Major Discrepancies set forth in Buyer's Statement, the parties shall refer such Major Discrepancies to Ernst & Young, whose report (the "Independent Report") shall be final and binding. If and to the extent that the Independent Report allows any Major Discrepancies in Buyer's Statement ("Buyer's Allowed Discrepancies"), the Independent Report shall consider the Major Discrepancies set forth in Seller's Statement, and shall be permitted to allow any such Major Discrepancies ("Seller's Allowed Discrepancies") in an amount not exceeding Buyer's Allowed Discrepancies. (c) The Purchase Price shall not be reduced until the aggregate amount of Buyer's Allowed Discrepancies less any of Seller's Allowed Discrepancies, or all Major Discrepancies agreed upon by the parties (as the case may be) equal or exceed five hundred thousand dollars (U.S. $500...
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Asset Verification. Seller shall provide such tags or other information as necessary or reasonably requested for Acquiror’s auditors to verify the existence and location of all of Seller’s tangible assets as well as to confirm ownership of all of Seller’s intellectual property and intangible assets. The Parties reaffirm that the agreement will be for the purchase of all of Seller’s assets, tangible and intangible, except those assets, contracts, and agreements that are specifically excluded as elected by Purchasers, and such excluded assets and obligations shall remain the separate property and/or separate obligation of Seller. If required, the Seller hereby agrees to provide full access to its books and records related to the Assets in order for the Acquiror to discharge its continuous disclosure obligations under applicable securties laws. For a certain period to be determined after the Closing, the Managing Member of the Seller (the “Contractor”) shall continue to receive as compensation substantially all (up to one hundred (100%) percent) of the revenues directly generated by the Seller’s client base provided that the Contractor continues to complete all contracted work. Any chargebacks or costs related to returns or repairs will be deducted accordingly from the total compensation to the Contractor as appropriate.
Asset Verification. Before the Closing Date, Purchasers will verify the existence and authenticity of Inventory, Pawn Loans, collateral securing Pawn Loans and Payday Loans at the Locations using its own staff. Purchasers, Sellers and Seller Affiliates will cooperate to locate any missing items.
Asset Verification. The additional appro- priation of $485,000,000 may also provide that a por- tion of that amount, not to exceed $34,000,000, instead may be used for asset verification for Supplemental Security Income recipients, but only if and to the extent that the Office of the Chief Actuary estimates that the initiative would be at least as cost effective as the redeterminations of eligibility described in subpara- graph (i).
Asset Verification. The additional appropriation of $485,000,000 may also provide that a portion of that amount, not to exceed $34,000,000, instead may be used for asset verification for Supplemental Security Income recipients, but only if and to the extent that the Office of the Chief Actuary estimates that the initiative would S. Con. Res. 13—38 be at least as cost effective as the redeterminations of eligibility described in subparagraph (A).
Asset Verification. Seller shall provide such tags or other information as necessary or reasonably requested for Xxxxxxxx's auditors to verify the existence and location of all of Seller's tangible assets as well as to confirm ownership of all of Seller's intellectual property and intangible assets. The Parties reaffirm that the agreement will be for the purchase of all of Seller's assets, tangible and intangible, except those assets, contracts, and agreements that are specifically excluded as elected by the Acquirors, and such excluded assets and obligations shall remain the separate property and/or separate obligation of Seller. If required, the Seller hereby agrees to provide full access to its books and records related to the Assets in order for the Acquiror to discharge its continuous disclosure obligations under applicable securities laws.

Related to Asset Verification

  • E-Verification The Vendor represents and warrants that it will ensure its compliance with the Mississippi Employment Protection Act of 2008, and will register and participate in the status verification system for all newly hired employees. Mississippi Code Annotated §§71-11-1 et seq. The term “employee” as used herein means any person that is hired to perform work within the State of Mississippi. As used herein, “status verification system” means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E-Verify Program. Vendor agrees to maintain records of such compliance. Upon request of the State and after approval of the Social Security Administration or Department of Homeland Security when required, Vendor agrees to provide a copy of each such verification. Vendor further represents and warrants that any person assigned to perform services hereafter meets the employment eligibility requirements of all immigration laws. The breach of this agreement may subject Vendor to the following: termination of this contract for goods or services and ineligibility for any state or public contract in Mississippi for up to three (3) years with notice of such cancellation/termination being made public; the loss of any license, permit, certification, or other document granted to Vendor by an agency, department or governmental entity for the right to do business in Mississippi for up to one (1) year; or,

  • Account Verification Whether or not a Default or Event of Default exists, Agent shall have the right at any time, in the name of Agent, any designee of Agent or any Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowers by mail, telephone or otherwise. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process.

  • Third Party Verification 4.8.1 The SPD shall be further required to provide entry to the site of the Power Project free of all encumbrances at all times during the Term of the Agreement to SECI and a third Party nominated by any Indian Governmental Instrumentality for inspection and verification of the works being carried out by the SPD at the site of the Power Project. 4.8.2 The third party may verify the construction works/operation of the Power Project being carried out by the SPD and if it is found that the construction works/operation of the Power Project is not as per the Prudent Utility Practices, it may seek clarifications from SPD or require the works to be stopped or to comply with the instructions of such third party.

  • Identity Verification In the case that the Subscriber provides telecommunication services to any Subscriber’s Customers pursuant to Section 8.1, the Subscriber is responsible for performing and shall perform personal identification of Subscriber’s Customer. SORACOM shall not bear any responsibility in relation to dealing with such matters.

  • Medical Verification The Town may require medical verification of an employee’s absence if the Town perceives the employee is abusing sick leave or has used an excessive amount of sick leave. The Town may require medical verification of an employee’s absence to verify that the employee is able to return to work with or without restrictions.

  • Verification Procedure (1) The signature file of each processed file is validated. (2) If processed files are pieces of a bigger file, the latter is put together. (3) Each file obtained in the previous step is then decrypted and uncompressed. (4) Each data file contained in the previous step is then validated against the format defined in Part A, Section 9, reference 1 of this Specification. (5) If Part A, Section 9, reference 1 of this Specification includes a verification process, that will be applied at this step. If any discrepancy is found in any of the steps, the Deposit will be considered incomplete.

  • Verification Bank may, from time to time, verify directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose.

  • Search, Enquiry, Investigation, Examination And Verification a. The Property is sold on an “as is where is basis” subject to all the necessary inspection, search (including but not limited to the status of title), enquiry (including but not limited to the terms of consent to transfer and/or assignment and outstanding charges), investigation, examination and verification of which the Purchaser is already advised to conduct prior to the auction and which the Purchaser warrants to the Assignee has been conducted by the Purchaser’s independent legal advisors at the time of execution of the Memorandum. b. The intending bidder or the Purchaser is responsible at own costs and expenses to make and shall be deemed to have carried out own search, enquiry, investigation, examination and verification on all liabilities and encumbrances affecting the Property, the title particulars as well as the accuracy and correctness of the particulars and information provided. c. The Purchaser shall be deemed to purchase the Property in all respects subject thereto and shall also be deemed to have full knowledge of the state and condition of the Property regardless of whether or not the said search, enquiry, investigation, examination and verification have been conducted. d. The Purchaser shall be deemed to have read, understood and accepted these Conditions of Sale prior to the auction and to have knowledge of all matters which would have been disclosed thereby and the Purchaser expressly warrants to the Assignee that the Purchaser has sought independent legal advice on all matters pertaining to this sale and has been advised by his/her/its independent legal advisor of the effect of all the Conditions of Sale. e. Neither the Assignee nor the Auctioneer shall be required or bound to inform the Purchaser of any such matters whether known to them or not and the Purchaser shall raise no enquiry, requisition or objection thereon or thereto.

  • Electronic Visit Verification ("EVV A. To ensure: 1. the EVV system is used to verify the provision of services governed under 40 TAC, Chapter 68 or its successor; 2. only authorized people access the Contractor's EVV account; 3. all data elements required by HHSC or HHSC's designee are uploaded or entered and maintained in the EVV system completely, accurately, and prior to submitting the claim; 4. that each time services governed by 40 TAC Chapter 68 or its successor are delivered to an individual, the Contractor's staff uses an HHSC-approved EVV system; and 5. service delivery documentation is immediately available for review by HHSC when requested. B. Equipment provided to Contractor by HHSC, HHSC’s designee, or an HHSC-approved EVV vendor, must be returned in good condition when the equipment is no longer needed under this Contract. In the context of this agreement, “good condition” means Contractor must not place any marks or identifying information on the equipment and may not alter information on the equipment including logos and serial numbers. If the equipment is lost, stolen, marked, altered or damaged by Contractor, Contractor may be required to pay the replacement cost for each piece of equipment that is lost, stolen, marked or damaged. Replacement costs for lost, stolen, marked or damaged equipment may be assessed periodically. If Contractor recovers previously lost or stolen equipment for which Contractor paid the replacement cost in the prior 12 months, Contractor may return the equipment and be reimbursed for the replacement costs within 12 months of the date HHSC, HHSC’s designee or an HHSC-approved EVV vendor (as applicable) received payment in full from the Contractor. This is provided the equipment is returned in good condition as specified above. C. HHSC may perform EVV compliance oversight reviews to determine if Contractor has complied with EVV compliance requirements as outlined in 40 TAC Chapter 68 or its successor, EVV Policy posted on the HHSC EVV website or EVV Policy Handbook. D. If the Contractor determines an electronic record in the EVV system needs to be adjusted at any time, the Contractor will make the adjustment in the EVV system using the most appropriate EVV reason code number(s), EVV reason code description(s) and enter any required free text when completing visit maintenance in the EVV system, if applicable. E. Contractor must begin using an HHSC-approved EVV system prior to submitting an EVV relevant claim. F. All claims for services required to use EVV (EVV claims) must match to an accepted EVV visit transaction in the EVV Aggregator (the state’s centralized EVV database) prior to reimbursement of an EVV claim. Without a matching accepted EVV visit transaction, the claim will be denied. G. Contractor must submit all EVV related claims through the Texas Medicaid Claims Administrator, or as otherwise described in the EVV Policy posted on the HHSC EVV website or in the EVV Policy Handbook. H. Contractor must complete all required EVV training as outlined in the EVV Policy posted on the HHSC EVV website or EVV Policy Handbook: • Prior to using either an EVV vendor system or an EVV proprietary system and • Yearly thereafter. I. Contractor and, if applicable, the Contractor’s appointed EVV system administrator, must complete, sign and date the EVV Onboarding Form as outlined in 40 TAC Chapter 68 or its successor, EVV Policy posted on the HHSC website or EVV Policy Handbook.

  • Employee Verification In accordance with Neb. Rev.

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