Access of Independent Accountants of the Fund Upon request of the Fund, the Custodian will use its best efforts to arrange for the independent accountants of the Fund to be afforded access to the books and records of any foreign banking institution employed as a foreign sub-custodian insofar as such books and records relate to the performance of such foreign banking institution under its agreement with the Custodian.
Independent Accountants The accountants who certified the financial statements and supporting schedules included in the Registration Statement are independent public accountants as required by the 1933 Act and the 1933 Act Regulations.
OPINION OF FUND'S INDEPENDENT ACCOUNTANT The Custodian shall take all reasonable action, as a Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A or Form N-2, as applicable, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.
Appointment of Independent Engineer The Nodal Agency shall appoint an agency/ company as Independent Engineer as per framework provided in the Guidelines for Encouraging Competition in Development of Transmission Projects for selection of Independent Engineer.
Reports by Independent Accountants (a) On or after the Amendment and Restatement Date, the Borrower (or the Services Provider on behalf of the Borrower) shall select one or more nationally recognized firms of independent certified public accountants reasonably acceptable to the Majority Lenders for purposes of performing agreed-upon procedures required by this Agreement, which may be the firm of independent certified public accountants that performs accounting services for the Borrower or the Services Provider. The Borrower may remove any firm of independent certified public accountants at any time. Upon any resignation by such firm or removal of such firm by the Borrower, the Borrower (or the Services Provider on behalf of the Borrower) shall promptly appoint a successor thereto reasonably acceptable to the Majority Lenders that shall also be a nationally recognized firm of independent certified public accountants, which may be a firm of independent certified public accountants that performs accounting services for the Borrower or the Services Provider. If the Borrower shall fail to appoint a successor to a firm of independent certified public accountants which has resigned or has been removed within 30 days after such resignation or removal (as applicable), the Borrower shall promptly notify the Agents, the Majority Lenders and the Services Provider of such failure in writing. If the Borrower shall not have appointed a successor within ten days thereafter, the Services Provider shall appoint a successor firm of independent certified public accountants of nationally recognized reputation reasonably acceptable to the Majority Lenders. The fees of such firm of independent certified public accountants and its successor shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Payments and the terms of this Agreement. In the event such firm requires the Collateral Agent to agree (whether in writing or otherwise) to the procedures performed by such firm, the Borrower hereby directs the Collateral Agent to so agree and directs the Collateral Agent to execute a specified user agreement, access letter or agreement of similar import requested by such accountants, which may include among other things, (i) acknowledgement that the Borrower has agreed that the procedures to be performed by such accountants are sufficient for the Borrower’s purposes, (ii) releases by the Collateral Agent (on behalf of itself and the Lenders and Administrative Agent) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm (including to the Lenders and Administrative Agent). It is understood and agreed that the Collateral Agent will deliver such letters of agreement and similar documents in conclusive reliance on the foregoing direction of the Borrower. The Collateral Agent shall not have any responsibility to the Borrower or any Secured Party hereunder to make any inquiry or investigation as to, and shall have no obligation, liability or responsibility in respect of, the terms of any engagement of any such firm, or the validity or correctness of such procedures or content of such letter (including without limitation with respect to the sufficiency thereof for any purpose), any report or instruction (or other information or documents) prepared or delivered by any such accountants pursuant to any such engagement. In no event shall the Collateral Agent be required to execute any agreement in respect of the accountants that it reasonably determines adversely affects it. For the avoidance of doubt, any costs, fees or expenses incurred by the Collateral Agent in connection with this Section 5.34(a) shall be payable by the Borrower as Administrative Expenses in accordance with the Priority of Payments and the terms of this Agreement.
(b) On or before the date that is 120 days following the end of each fiscal year of the Borrower, or the last Business Day immediately preceding such date if such date is not a Business Day, the Borrower shall cause to be delivered to the Collateral Agent an agreed-upon procedures report from a firm of independent certified public accountants appointed pursuant to clause (a) above for each Payment Date Report occurring in March and September of the prior calendar year (i) indicating that the calculations within those Payment Date Reports have been recalculated and compared to the information provided by the Borrower in accordance with the applicable provisions of this Agreement and (ii) listing the Aggregate Principal Balance of the Collateral Loans securing the Loans as of the immediately preceding Measurement Dates; provided that in the event of a conflict between such firm of independent certified public accountants and the Borrower with respect to any matter in this Section 5.34, the determination by such firm of independent public accountants shall be conclusive; provided further that, if there is any inconsistency between the calculations of the Borrower and the calculations of the firm of independent certified public accountants, the Borrower shall promptly notify the Agents and the Lenders and describe such inconsistency in reasonable detail. Notwithstanding anything to the contrary herein, if the Custodian, the Lenders, the Administrative Agent, the Collateral Administrator or the Collateral Agent fails within 75 days following the end of each fiscal year of the Borrower to execute any documentation required by the independent certified public accountants selected by the Borrower prior to the delivery of any report contemplated by this Section 5.34(b), then the Borrower shall have no obligation to furnish any report covering such fiscal year pursuant to this Section 5.34(b).
Accountants' Letters The parties hereto shall cooperate with Ernst & Young LLP in making available all information and taking all steps reasonably necessary to permit such accountants to deliver the letters required by the Underwriting Agreement and the Certificate Purchase Agreement.
Liaison with Accountants PFPC shall act as liaison with the Fund's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to each Portfolio. PFPC shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.
Accountant's Letter On the Effective Date you shall have received from PricewaterhouseCoopers LLP a letter, in form and substance satisfactory to you in all respects (including the nonmaterial nature of the changes and decreases, if any, referred to in clause (iii) herein), advising that:
(i) they are independent certified public accountants as required by the Securities Act and the Regulations and the answer to Item 27 of the Registration Statement does not require any statement relating to them;
(ii) it is their opinion that the financial statements and supporting schedules filed as part of the Registration Statement and those included in the Prospectus, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Regulations relating to financial statements in the registration statement on Form S-11;
(iii) based on the limited review set forth in detail in such letter, nothing came to their attention that caused them to believe that during the period from the date of the balance sheet of the Company contained in the Prospectus to a specified date not more than five (5) days prior to the date on which the Registration Statement initially becomes effective, there was any change in the stockholder's equity, liabilities or net assets of the Company as compared with the amounts shown in such balance sheet other than as such change may have been contemplated by or set forth in the Registration Statement or Prospectus;
(iv) based on procedures consisting of a reading of the percentages and dollar amounts and related text set forth in the Prospectus and the Registration Statement under the captions "Prior Offerings by Affiliates" and "Prior Performance Tables" (including Table VI included as an exhibit to the Registration Statement), and all dollar amounts in the related notes referenced therein, inquiry of officers and other employees of the corporate general partner of Corporate Property Associates, Corporate Property Associates 2, Corporate Property Associates 3, Corporate Property Associates 4, a California limited partnership, Corporate Property Associates 5, Corporate Property Associates 6 - a California limited partnership, Corporate Property Associates 7 - a California limited partnership, Corporate Property Associates 8, L.P., and Corporate Property Associates 9, L.P., (collectively the "CPA(R) Partnerships") and the officers and other employees of Corporate Property Associates 10 Incorporated, Xxxxx Institutional Properties Incorporated, Corporate Property Associates 12 Incorporated, Corporate Property Associates 14, Incorporated and Corporate Property Associates 15 Incorporated (collectively the "CPA(R) REITs"), and counsel for the CPA(R) Partnerships and the CPA(R) REITs, they have found such percentages and dollar amounts to be in agreement with the respective relevant accounting and financial records of the CPA(R) Partnerships and CPA(R) REITs; and
(v) they have conducted such other procedures as may be mutually agreed by the Company, Selected Dealers and Selected Investment Advisors.
No Disagreements with Accountants and Lawyers There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.
Independent Accountant Xxxxxxxx LLP (the “Accountant”), which has expressed its opinions with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.
