Audit Condition Clause Samples

Audit Condition. 7A.3.1 In the event that (i) the Auditors issue an unqualified Audit Opinion in relation to each and every Barbados Entity; (ii) the Review Report confirms that the Furnished Information does not contain any material irregularities or discrepancies in the financial position of each Barbados Entity as at 31 December 2008 (and RECO acknowledges that, as far as it is aware and based on and to the extent of the information provided to it or EY as at the date hereof, there is no such material irregularity or discrepancy, save and except for such irregularities or discrepancies which have been disclosed by RECO to ProLogis, including the issues relating to the injection of capital by the Barbados Targetcos to the PRCcos in compliance with applicable PRC law); and (iii) there is no material deviation between the Audit Opinion and the Furnished Information on the financial position of each Barbados Entity as at 31 December 2008 ((i), (ii) and (iii) collectively, the “Audit Conditions”), RECO shall pay the Balance Consideration to ProLogis in accordance with Clause 2.1.1. 7A.3.2 In the event that the Audit Conditions are not satisfied or waived (in whole or in part and conditionally or unconditionally) by RECO in its absolute discretion: 7A.3.2.1 this Supplemental Agreement (other than this Clause 7A.3.2 and Clauses 1, 2.5, 7B, 7C.2, 10, 11.1 to 11.6 and 11.8 to 11.14 of the Agreement) shall immediately cease and determine; 7A.3.2.2 neither Party shall have any claims against the other for costs, damages, compensation or otherwise, save and except for any claims which have accrued prior to such termination; and 7A.3.2.3 the Parties shall co-operate and work together to promptly and diligently implement the Unwinding Process as defined and set out in Clause 7B. For the avoidance of doubt, neither the execution of this Agreement nor the payment of the Balance Consideration is intended to nor shall it affect, restrict or prejudice any claim which RECO would have been entitled to make or pursue under the terms of the Agreement or this Supplemental Agreement.
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Related to Audit Condition

  • Test conditions 6.1.1. The test shall be performed on a flat, dry concrete or asphalt surface affording good adhesion. 6.1.2. The ambient temperature shall be between 0°C and 45°C. 6.1.3. The horizontal visibility range shall allow the target to be observed throughout the test.

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

  • PAYMENT CONDITIONS 6.01 Prices shall remain firm for the initial term of the Agreement and, thereafter, may be adjusted annually as provided in this paragraph. The County does not guarantee any minimum or maximum amount of dollars to be spent under this Agreement. 6.02 Negotiations for rate changes shall be commenced, by CONTRACTOR, a minimum of ninety days (90) prior to the expiration of the Agreement. Rate changes are not binding unless mutually agreed upon in writing by the County and the CONTRACTOR. 6.03 Invoice amounts shall be billed directly to the ordering department. 6.04 CONTRACTOR shall submit such invoice periodically or at the completion of services, but in any event, not later than 30 days after completion of services. The invoice shall set forth the amounts claimed by CONTRACTOR for the previous period, together with an itemized basis for the amounts claimed, and such other information pertinent to the invoice. The County shall certify the invoice, either in the requested amount or in such other amount as the County approves in conformity with this Agreement and shall promptly submit such invoice to the County Auditor-Controller for payment. The County Auditor-Controller shall pay the amount certified within 30 days of receiving the certified invoice.

  • Audit Requirement If you are a not-for-profit corporation and are expending federal funds under this and other agreements totaling $750,000 or more during your fiscal year, you must submit an audit conducted in accordance with the Single Audit Act Amendments of 1996 (31 U.S.C. 7501-07), OMB Super Circular, the compliance requirements set forth in OMB Compliance Supplement, and any additional testing and reporting required by the City. If a single audit is required, that audit must cover the time period specified by the OMB Super Circular and its implementing regulations. Organization-wide audited financial statements must, at a minimum, cover the Term. If you are a for-profit corporation and are expending federal funds under this and other agreements totaling $750,000 or more during your fiscal year, then you must submit a program-specific audit of the program(s) funded by the City under this Agreement. This audit must be performed in accordance with program-specific audit requirements contained in Section 200.507 of the OMB Super Circular, program- specific audits, and with generally accepted government auditing standards (Government Auditing Standards). The audit must cover the time period specified by the OMB Super Circular for program- specific audits. In addition to the audit opinion, reports, and schedules required by the OMB Super Circular, the program-specific audit shall include the following financial statements: Statement of Financial Position (Balance Sheet) (if applicable) Statement of Activities (Revenue and Expenses) If your organization has expended federal funds under this and other agreements totaling less than $750,000 during your fiscal year, you must submit to City of Chicago Internal Audit at the address below a notarized "Delegate Agency Certification of Federal Expenditures" form certifying that your organization is exempt from Federal audit requirements for that year pursuant to the OMB Super Circular, Section 200.501(d), Exemption when Federal awards expended are less than $750,000. Copies of this Certification form may be obtained from City of Chicago Internal Audit at the address below. You must submit the audit reports, whether single audit or program-specific audit, within 6 months after your fiscal year-end. You must submit the audit, within this time frame, to the Department and to: City of Chicago Internal Audit Attention: OMB Reviews ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Chicago, IL 60604 If an OMB audit is required, you will also submit a copy of the audit via electronic submission, within the same time frame indicated in Sec. 200.512(a), Report submission, or Sec. 200.507(c), Report submission for program-specific audits, as applicable, of the OMB Super Circular, to the Federal Audit Clearinghouse using the Internet Data Entry System. Further, you must submit, with the audit, a report which comments on the findings and recommendations in the audit, including corrective action planned or taken. If no action is planned or taken, an explanation must be included. Copies of written communications on non- material compliance findings must be submitted to the Department and City of Chicago Internal Audit. For fiscal years ending September 30, 2009 and later, all Single Audit reports filed with the Federal Audit Clearinghouse (FAC) will be made publicly available on the internet. The City retains its right to independently audit you. If you are found in non-compliance with these audit requirements, by either the City or any federal agency, you may be required to refund financial assistance received from the City or the applicable federal agency(ies). Each of the City, HUD, Government Accountability Office (GAO) and/or the United States Comptroller General may in its sole discretion audit your records or those of your subcontractors, or both, at any time during the Term or within 5 years after the Agreement ends, in connection with the goods, work, or Services provided under this Agreement. Each calendar year or partial calendar year is considered an “audited period.” If, as a result of such an audit, it is determined that you or any of your subcontractors have overcharged the City in the audited period, the City will notify you. You must then promptly reimburse the City for any amounts the City has paid you due to the overcharges and also some or all of the cost of the audit, as follows: A. If the audit has revealed overcharges to the City representing less than 5% of the total value, based on the contract prices, of the goods, work, or Services provided in the audited period, then you must reimburse the City for 50% of the cost of the audit and 50% of the cost of each subsequent audit that the City conducts; B. If, however, the audit has revealed overcharges to the City representing 5% or more of the total value, based on the contract prices, of the goods, work, or Services provided in the audited period, then you must reimburse the City for the full cost of the audit and of each subsequent audit. If the City is unable to make a determination regarding overcharges to City as a result of your not having maintained records as required under this Agreement, you must promptly reimburse the City for some or all of the cost of the audit, as determined in the sole discretion of the City. Your failure to reimburse the City in accordance with this Section 3.3 is an event of default under this Agreement, and you will be liable for all of the City’s costs of collection, including any court costs and attorneys’ fees.

  • Existing Condition Since the Balance Sheet Date, the Sellers have operated or caused to be operated their respective Hotels only in the Ordinary Course, and no Seller has: (1) suffered any material adverse change in its working capital, financial condition, results of operation, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects; (2) incurred any liability or obligation (absolute, accrued, contingent or otherwise) except non-material items incurred in the Ordinary Course, or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (3) paid, discharged or satisfied any claim, liability or obligation (whether absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the Ordinary Course of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred in the Ordinary Course and consistent with past practice since the Balance Sheet Date; (4) permitted or allowed any of the Hotels to be subjected to any Lien, except for Liens for current Taxes not yet due; (5) written down the value of any Inventory (including write-downs by reason of shrinkage or ▇▇▇▇-down) or written off as uncollectible any notes or Accounts, except for immaterial write-downs and write-offs in the Ordinary Course; (6) cancelled any debts or waived any claims or rights of substantial value; (7) sold, transferred or otherwise disposed of any Hotel properties or assets (real, personal or mixed, tangible or intangible), except in the Ordinary Course; (8) disposed of or permitted to lapse any rights to the use of any Marks, or disposed of or disclosed to any person other than representatives of Buyer any trade secret, formula, process, know-how or other intellectual property not theretofore a matter of public knowledge; (9) other than in the Ordinary Course, granted any general increase in the compensation of officers or employees of any Hotels (including any such increase pursuant to any bonus, pension, profitsharing or other plan or commitment) or any other increase in the compensation payable or to become payable to any officer or employee of any Hotel, and no such increase is customary on a periodic basis or required by agreement or understanding; (10) made any material capital expenditure except in the Ordinary Course; (11) made any change in any method of accounting or accounting practice; or (12) agreed, whether in writing or otherwise, to take any action described in this Section.