Conclusiveness of Statements. Determinations and statements of any Lender or the Administrative Agent pursuant to Section 8.1, 8.2, 8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 8.1 and 8.4.
Conclusiveness of Statements. Any Lender requesting compensation under Section 8.1 shall be required to deliver a certificate to the Company that (A) sets forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, the basis therefor and, in reasonable detail, the manner in which such amount or amounts were determined and (B) certifies that such Lender is generally charging the relevant amounts to similarly situated borrowers, which certificate shall be conclusive absent manifest error.
Conclusiveness of Statements. Determinations and statements of Lender pursuant to this Section 2.4 shall be conclusive absent demonstrable error.
Conclusiveness of Statements. SURVIVAL OF PROVISIONS. Determinations and statements of the Bank pursuant to SECTION 7.1, 7.2, 7.3 or 7.4 shall be conclusive absent demonstrable error. The Bank may use reasonable averaging and attribution methods in determining compensation under SECTIONS 7.1 and 7.4, and the provisions of such Sections shall survive termination of this Agreement.
Conclusiveness of Statements. Survival of Prov isions.Determinations and statements of any Bank pursuant to sections
Conclusiveness of Statements. Determinations and statements of the Agent pursuant to Sections 6.2 and 6.3 shall be rebuttably presumptive evidence of the correctness of the determinations and statements and shall be conclusive absent manifest error.
Conclusiveness of Statements. Survival of Provisions.Determinations and statements of any Bank pursuant to sections 2.2(d)(1), (2), (3) and (5) shall be rebuttably presumptive evidence of the correctness of the determinations and statements and shall be conclusive absent manifest error if the Company fails to deliver written notice to the Agent within 30 days of (i) the date of mailing of such statement or (ii) the giving of notice of such determination if no such statement is mailed. The provisions of section 2.2(d)(1), (3) and (5) shall survive the obligation of the Banks to extend credit under this Agreement and the repayment of the loans and Reimbursement obligations.
Conclusiveness of Statements. Survival of ----------------------------------------- Provisions. Determinations and statements of any Bank pursuant ---------- to Section 3.2, 3.3, 3.4 or 3.5 shall be conclusive absent ----------- --- --- --- manifest error. The provisions of such Sections shall survive repayment of the Loans, cancellation of the Notes, cancellation or expiration of the Letters of Credit and any termination of this Agreement, with respect to all Loans and other obligations made or incurred hereunder or under the other Loan Documents, and the Notes, Letters of Credit and the other Loan Documents entered into in connection herewith.
Conclusiveness of Statements. WHV shall keep all of WHV's books and records directly relating to the Agreement in accordance with accepted accounting principles. Grantor may, at WHV's offices and for and during reasonable times within the regular course of business activities, but not more than once per calendar year, have a certified public accountant inspect and make copies of any such books and records not previously inspected, all at Grantor's sole expense. Each such inspection shall be completed within thirty (30) consecutive days. Each statement rendered shall be deemed conclusive unless Grantor shall object in writing to WHV within 18 months after receipt thereof and shall state in detail in such writing the basis for the objection. Grantor shall be barred from bringing any legal proceeding on the subject matter of such objections later than twelve (12) months after making such objections. If any figures on a statement re-appear on, or are included in cumulative amounts on, any later statement, the later statement shall be disregarded in computing Grantor's time to object or bring such legal proceedings. Exhibit "B" ----------- DELIVERY REQUIREMENTS --------------------- IT IS CONTEMPLATED AS OF THE DATE OF THIS AGREEMENT THAT GRANTOR SHALL DELIVER THE PICTURES IN THE DIGITAL BETACAM FORMAT. GRANTOR SHALL, AT GRANTOR'S COST, DELIVER THE ELEMENTS FOR THE PICTURE(S) LISTED IN ITEMS 1 AND 2, BELOW, AS APPLICABLE, TO THE FOLLOWING ADDRESS OR TO ANY SUCH OTHER ADDRESS AS WHV MAY INDICATE: Warner Bros. Acquisitions Department 0000 Xxxxxx Xxxx. Xxxx. 000, Xxxx 000 Xxxxxxx, XX 00000 Grantor shall, at Grantor's cost, deliver the materials and documents for the Picture(s) listed in items 3 and 4, below, to the following address, or to any such other address as WHV may indicate: Warner Home Video Business and Legal Affairs 0000 Xxxxxx Xxxx. Xxxx. 000, Xxxx 0000 Xxxxxxx, XX 00000 ATTN: Director of Legal Administration
1. FILM PROPERTIES, IF APPLICABLE: Subject to WHV's examination and technical approval, a digital component original video signal, and any additional footage for value-added supplemental elements for DVD, all of which may be delivered on DCT or digital Betacam format ("Video Elements"). Video that has originated in digital composite form is not acceptable. If international distribution rights have been granted, digital component original video signals of both NTSC and PAL standards (as applicable to the Territory) are required. In the event the Video Elements set forth above a...
Conclusiveness of Statements. Determinations and statements of any Bank pursuant to Section 8.1, 8.2, 8.3 or 8.4 shall be conclusive absent demonstrable error. Banks may use reasonable averaging and attribution methods in determining compensation under Sections 8.1 and 8.4.
