Disputes; Audits Sample Clauses

Disputes; Audits. (a) Without limiting the rights of the Holders’ Representative (on behalf of the Holders) at law or in equity in connection with any breach of the terms of this Indenture, upon the written request of the Holders’ Representative (but no more than once during any calendar year), and upon reasonable notice, the Company and the Guarantors shall provide an independent certified public accounting firm of nationally recognized standing jointly agreed upon by the Holders’ Representative and the Company (failing agreement on which each shall designate an independent public accounting firm of its own selection, which firms shall in turn appoint an independent public accounting firm for such purpose) (the “Independent Accountant”) with access during normal business hours to such of the records of the Company, the Guarantors and their respective Subsidiaries as may be reasonably necessary or appropriate to verify the accuracy of the information set forth in the Payment Statements and the figures underlying the calculations set forth therein for any period within the preceding three (3) years that has not previously been audited in accordance with this Section 9.10. The fees charged by such accounting firm shall be paid by the Company. The Independent Accountant shall disclose to the Holders’ Representative any matters directly related to its findings and shall disclose whether it has determined that any statements set forth in the Payment Statements are incorrect. The Independent Accountant shall provide the Company with a copy of all disclosures made to the Holders’ Representative. This covenant shall survive the termination of this Indenture for a period of one (1) year.

Disputes; Audits. No Acquired Company is involved in a dispute relating to Taxes with a Governmental Entity. Other than routine field audits of any Acquired Company which have not resulted in any Liability to any Acquired Company relating to Taxes, no Governmental Entity has audited or investigated or indicated that it intends to audit or investigate the Tax affairs of any Acquired Company, and, to the Knowledge of the Company, there are no facts which might cause such an audit or investigation to be instituted. No event has occurred, and no condition or circumstance exists that (with or without notice or lapse of time) will or would reasonably be expected to result in any Encumbrance or other third party right arising over an asset of any Acquired Company in respect of unpaid Tax. (d)