Auditor Report Clause Samples

Auditor Report. Seller and Acquiror shall use commercially reasonable efforts to cause the Auditor to resolve the disputed matters based upon the materials submitted to it pursuant to the last sentence of Section 2.6(c) within thirty (30) days following the submission of such materials. The Auditor shall determine, based solely on presentations by Seller and Acquiror, and not by independent review, only those issues in dispute specifically set forth in the Dispute Notice and shall render a written report to Seller and Acquiror (the “Adjustment Report”) in which the Auditor shall determine what adjustments, if any, should be made to the Closing Date Working Capital Statement solely as to the disputed items and shall determine the appropriate Final Net Working Capital on that basis. The Auditor is not to make any other determination, including any determination as to whether the Target Net Working Capital or the Estimated Net Working Capital is correct. The Adjustment Report shall set forth, in reasonable detail, the Auditor’s determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Date Working Capital Statement and the Closing Net Working Capital, together with supporting calculations. In resolving any disputed item, the Auditor shall: (i) resolve such dispute in accordance with the standards set forth in this Section 2.6, (ii) limit its review to matters specifically set forth in the Dispute Notice and (iii) not assign a value to any item higher than the highest value or less than the lowest value for such item claimed in either the Dispute Notice or the Closing Date Working Capital Statement. All fees and expenses relating to the work of the Auditor shall be borne by Seller, on the one hand, and by Acquiror, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Auditor (such inverse proportion for each Party shall be the positive value obtained by each Party by dividing (A) the difference of (1) the amount of the Closing Net Working Capital proposed by such Party and (2) the amount of the Final Net Working Capital established by the Auditor by (B) the difference between (1) the amount of the Closing Net Working Capital proposed by Seller and (2) the amount of Closing Net Working Capital proposed by Acquiror), which proportionate allocation will also be determined by the Auditor and be included in the Adjustment Report. The Adjustment Rep...
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Auditor Report. EXHIBIT 1 INDEX OF DEFINED TERMS
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Auditor Report. The Luxembourg Auditor shall have delivered the Auditor Report.
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Auditor Report. A report shall have been rendered by an independent auditor qualified as "reviseur d'entreprises", as required to consummate the Southern Exchange pursuant to article 26-1 of the Luxembourg Commercial Companies Law of August 10, 1915, in a form satisfying the requirements of such law.
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Related to Auditor Report

  • Creditor Reports Promptly after the furnishing thereof, copies of any statement or report furnished to any holder of Debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender Parties pursuant to any other clause of this Section 5.03.

  • Auditor Report; Right to Audit (a) Within the time period permitted for the examination audit pursuant to 12 CFR Section 363 after the end of each fiscal year during which the Receiver makes any payment to the Assuming Institution under this Single Family Shared-Loss Agreement, the Assuming Institution shall deliver to the Receiver a report signed by its independent public accountants stating that they have reviewed the terms of this Single Family Shared-Loss Agreement and that, in the course of their annual audit of the Assuming Institution’s books and records, nothing has come to their attention suggesting that any computations required to be made by the Assuming Institution during such fiscal year pursuant to this Article II were not made by the Assuming Institution in accordance herewith. In the event that the Assuming Institution cannot comply with the preceding sentence, it shall promptly submit to the Receiver corrected computations together with a report signed by its independent public accountants stating that, after giving effect to such corrected computations, nothing has come to their attention suggesting that any computations required to be made by the Assuming Institution during such year pursuant to this Article II were not made by the Assuming Institution in accordance herewith. In such event, the Assuming Institution and the Receiver shall make all such accounting adjustments and payments as may be necessary to give effect to each correction reflected in such corrected computations, retroactive to the date on which the corresponding incorrect computation was made. (b) The Assuming Institution shall perform on an annual basis an internal audit of its compliance with the provisions of this Article II and shall provide the Receiver and the Corporation with copies of the internal audit reports and access to internal audit workpapers related to such internal audit. (c) The Receiver or the FDIC in its corporate capacity (“Corporation”), its contractors and their employees, and its agents may perform an audit or audits to determine the Assuming Institution’s compliance with the provisions of this Single Family Shared-Loss Agreement, including this Article II, by providing not less than ten (10) Business Days’ prior written notice. Assuming Institution shall provide access to pertinent records and proximate working space in Assuming Institution’s facilities. The scope and duration of any such audit shall be within the reasonable discretion of the Receiver or the Corporation, but shall in no event be administered in a manner that unreasonably interferes with the operation of the Assuming Institution’s business. The Receiver or the Corporation, as the case may be, shall bear the expense of any such audit. In the event that any corrections are necessary as a result of such an audit or audits, the Assuming Institution and the Receiver shall make such accounting adjustments and payments as may be necessary to give retroactive effect to such corrections.

  • Guarantor Reports Cause each Guarantor to deliver its annual financial statements at the time when Parent provides its audited financial statements to Agent, but only to the extent such Guarantor’s financial statements are not consolidated with Parent’s financial statements.

  • Monthly Investor Report On each Payment Date, the Indenture Trustee will deliver the Monthly Investor Report to each Noteholder of record as of the most recent Record Date (which delivery may be made by e-mail to the e-mail addresses in the Note Register without need for confirmation of receipt or by making the report available to the Noteholders through the Indenture Trustee’s website, which initially is located at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇).

  • Monthly Reports No later than 10:00 a.m., Chicago, Illinois time, two Business Days prior to each Distribution Date, the Servicer shall deliver to the Trustees and each Rating Agency a Monthly Report.