Audits; Objections Sample Clauses

Audits; Objections. Integrated Brands shall have the right, upon reasonable written notice and at Integrated Brands' expense, to review the applicable books and records of Dreyer's and its Affiliates with respect to Dreyer's obligations under this Agreement and to confer with employees of Dreyer's and such Affiliates to review the accuracy of any of the invoices provided to Integrated Brands hereunder (during business hours and without unreasonably disrupting Dreyer's or such Affiliates' normal operations). In the event that Integrated Brands disputes any such invoice or the amount of any such remittances, Integrated Brands shall notify Dreyer's in writing of its objections, and Integrated Brands and Dreyer's shall negotiate in good faith to attempt to resolve such dispute.
Sample 1Sample 2
AutoNDA by SimpleDocs
Audits; Objections. The members of the MGM Group providing Transition Services shall keep records of the Transition Services provided by or on their behalf and supporting documentation of all costs incurred in providing, or causing to be provided, the Transition Services. Subject to Section 11.13 and applicable Gaming Laws, Purchaser and the MGM Acquired Entities shall have the right, upon reasonable prior written notice and at Purchaser’s and the MGM Acquired Entities’ expense, to review the books and records of the MGM Group solely with respect to the MGM Group’s obligations under this Agreement and to confer with employees of the MGM Group responsible for providing or supervising the Transition Services to review the accuracy of any of the invoices provided to Purchaser hereunder (during regular business hours and without unreasonably disrupting the MGM Group’s normal operations). In the event that Purchaser or any of the MGM Acquired Entities disputes any such invoice or the amount of any such remittances, Purchaser or any of the MGM Acquired Entities shall deliver a written statement describing the dispute to Parent within thirty (30) days following receipt of the disputed invoice. The statement shall provide a reasonably detailed description of the disputed items. Upon delivery of the written statement, Parent and Purchaser and the applicable MGM Acquired Entity shall cooperate and negotiate in good faith and use Commercially Reasonably Efforts to resolve such disputed charges. If they are unable to resolve such disputed charges within thirty (30) days of delivery of the written statement, Purchaser or the applicable MGM Acquired Entity may elect, by written notice to Parent within ten (10) days following the end of such thirty (30) day period, to have an Independent Accounting Firm (selected in accordance with Section 2.5(b) of the Purchase Agreement) review all the supporting information of the MGM Group as may be reasonably requested by such Independent Accounting Firm to determine the correctness of the disputed charges. The MGM Group shall give the Independent Accounting Firm access at all reasonable times to the books and records, employees and independent contractors of the MGM Group responsible for providing or supervising the Transition Services. The Independent Accounting Firm shall be instructed to use every reasonable effort to perform its services within thirty (30) days of its selection and, in any case, as promptly as practicable after its selection. The ...
Sample 1
Audits; Objections. Crown Crafts (and its accountants) shall have the right, upon reasonable written notice and at its expense, to review the applicable books and records of Springs Global with respect to Springs Global’s obligations under this Agreement and to confer with employees of Springs Global to review the accuracy of any of the invoices provided to Crown Crafts (in each case during business hours and without unreasonably disrupting Springs Global’s normal operations). In the event that Crown Crafts disputes any such invoice or the amount of any such remittances, Crown Crafts shall pay all undisputed charges on such invoice and shall notify Springs Global in writing of its objections. Crown Crafts and Springs Global shall negotiate in good faith to attempt to resolve such dispute. In the event the parties are unable to resolve such dispute, the parties will seek to resolve such dispute in accordance with Section 7.11 of this Agreement.
Sample 1

Related to Audits; Objections

  • Title Objections Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

  • FINRA No Objections FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

  • No FINRA Objections FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement.

  • No Objection FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Securities.

  • Objections FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting, or other arrangements of the transactions contemplated hereby.

  • Earnings Statements As soon as practicable, the Company will make generally available to its security holders and to the Manager an earnings statement or statements of the Company and its Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158. For the avoidance of doubt, the Company’s compliance with the reporting requirements of the Exchange Act shall be deemed to satisfy the requirements of this Section 4(d).

  • Resolution of Objections to Claims (a) Any Person who desires to seek indemnification under any part of this Article IX (each, an “Indemnified Party”) shall give written notice in reasonable detail (an “Indemnification Claim Notice”) to the party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) promptly upon the Indemnified Party’s discovery of the matter giving rise to the Indemnified Party’s claim and prior to the end of any applicable Claims Period. If the matter to which a claim relates shall not have been resolved as of the date of the Indemnification Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Indemnification Claim Notice. Each Indemnitor to which an Indemnification Claim Notice is given shall respond to any Indemnified Party that has given an Indemnification Claim Notice (a “Claim Response”) within thirty (30) days (the “Response Period”) after the date that the Indemnification Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Indemnification Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Indemnification Claim Notice. If any Indemnitor elects not to dispute a claim described in an Indemnification Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

  • Objections to Claims At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amount from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

  • Dispute Notice Each COD Model (and the Initial COD Purchase Price Adjustment reflected therein) will be final, conclusive and binding on the Parties and Seller Parent unless the Seller reasonably determines in good faith that the Buyer failed to calculate the Initial COD Purchase Price Adjustment in accordance with this Agreement and provides a Dispute Notice to the Buyer no later than the twentieth (20th) Business Day after the payment of the applicable Initial COD Purchase Price Adjustment (for clarity, the right to deliver a Dispute Notice shall not arise until the payment of the applicable Initial COD Purchase Price Adjustment has occurred); provided that, during such period, the Buyer will afford the Seller and its Representatives reasonable access to the work papers and other books and records of the applicable Group Companies and any accountants, experts, consultants or financial advisers retained by such Group Companies for purposes of assisting the Seller and its Representatives in its review of the such COD Model, in each case, with such access to be in accordance with applicable confidentiality obligations of Buyer or the Group Companies and effected in a manner designed to not unreasonably interfere with the normal business operations of the Buyer and the Group Companies; provided further that such twenty (20) Business Day period will be automatically extended by the lesser of (x) the number of days between receipt of the request for such reasonably access and the date such access is provided and (y) ten (10) Business Days. Any Dispute Notice must set forth in reasonable detail (A) any item on such COD Model that the Seller reasonably believes in good faith has not been prepared in accordance with this Agreement and its calculation of the correct amount of such item, (B) the Seller’s resulting calculation of the COD Purchase Price Adjustment for such Project, in each case of clauses (A) and (B), together with reasonable supporting information, including the work papers and other books and records of the Seller and its Affiliates and any accountants, experts, consultants or financial advisers retained by the Seller or its Affiliates for purposes preparing such alternative calculations, and (C) the amount by which, based on such calculation and with respect to the Initial COD Purchase Price Adjustment, (1) the Buyer underpaid or (2) the Seller Parties overpaid. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on the Parties and Seller Parent upon delivery to the Buyer of the Dispute Notice, or such later date as determined in accordance with this Section 2.07(b) if the Buyer does not provide reasonable access as required pursuant to this Section 2.07(b).

  • No FINRA Objection FINRA shall not have raised any objection with respect to the fairness and reasonableness of the placement agency terms and arrangements relating to the issuance and sale of the Securities; provided that if any such objection is raised, the Company and the Placement Agent shall negotiate promptly and in good faith appropriate modifications to such placement agency terms and arrangements in order to satisfy such objections.

Time is Money Join Law Insider Premium to draft better contracts faster.