Examination and Objection Sample Clauses

Examination and Objection. Within twenty (20) Business Days after the delivery by the Purchaser to the Seller of the Final Closing Statement (the “Review Period”), the Seller shall be entitled to review such Final Closing Statement and the Final NAV provided by the Purchaser. On or prior to the last day of the Review Period, the Seller may object to the Final Closing Statement by delivering to the Purchaser a written statement setting forth the Seller’s objections in reasonable detail, indicating each disputed item or amount (the “Disputed Items”) and the basis for the Seller disagreement therewith and, to the extent reasonably practicable, specifying any modifications the Seller proposes be made to the Final Closing Statement and/or the Final NAV (the “Seller’s Disagreement Notice”). If the Seller fails to deliver the Seller’s Disagreement Notice before the expiration of the Review Period, the Final Closing Statement and the Final NAV reflected in the Final Closing Statement shall be final and binding upon the Parties. If the Seller delivers the Seller’s Disagreement Notice before the expiration of the Review Period, the Seller and the Purchaser shall attempt in good faith to reach an agreement in writing in respect of the Disputed Items within thirty (30) days of delivery of the Seller’s Disagreement Notice. If the same are so resolved, the Final Closing Statement with such changes as may have been previously agreed in writing by the Purchaser and the Seller, shall be final, conclusive and binding upon the Parties.
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Examination and Objection. If the Holders Representative disputes any item in the Buyer Closing Statement, within thirty (30) days of receipt thereof (the “Dispute Deadline”), the Holders Representative shall provide written notice to Buyer of such dispute, setting forth in reasonable detail those Initial Closing Date Items that Holders Representative disputes, the amounts of any adjustments that are necessary in Holders Representative’s judgment for the computations of the disputed Initial Closing Date Items to conform to the requirements of this Agreement, and the basis for Holders Representative’s suggested adjustments (a “Dispute Notice”). During such thirty (30) day period, the Holders Representative and its Representatives shall, upon reasonable written notice to Buyer of a request for access (which shall be delivered to the chief financial officer or a senior financial executive of Buyer), be provided with reasonable access during normal business hours to (A) personnel of the Company to ask such personnel questions regarding the calculation of the Initial Closing Date Items, and (B) the Books and Records of the Company and supporting schedules, analyses, workpapers and other underlying records or documentation, in each case of clause (A) and clause (B), as are reasonably necessary and appropriate for the Holders Representative to evaluate and confirm or object to the calculation of the Initial Closing Date Items, (provided, that, in the case of (B) such documentation provided shall not be provided with significant amounts of information unrelated to the calculation of the Initial Closing Date Items for the purpose of delaying or frustrating the review of Holders Representative and its Representatives). The Holders Representative and its Representatives will conduct such review in a manner that does not unreasonably interfere with the conduct of the businesses of Buyer, the Company or their respective Affiliates. If the Holders Representative provides such a Dispute Notice, then the Holders Representative and Buyer shall, during the thirty (30) day period following delivery of a Dispute Notice (the “Dispute Resolution Period), negotiate in good faith with a view to resolving such disputes (the “Agreed Closing Date Item Adjustments”). If the Holders Representative and Buyer so resolve such disputed items in writing, then the Initial Closing Date Items, as adjusted by Agreed Closing Date Item Adjustments, shall be deemed to be the “Final Working Capital”, the “Final Closing Cash...
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Examination and Objection. If the Holders Representative disputes any item in the Preliminary Earn-Out Report, within thirty (30) days after the receipt thereof (the “Earn-Out Objection Deadline”), the Holders Representative may deliver to Buyer written notice setting forth any objections to the Preliminary Earn-Out Report and the Preliminary Earn-Out Payment as set forth in the Preliminary Earn-Out Report, together with a summary of the reasons therefore and calculations which, in its view, are necessary to eliminate such objections (an “Earn-Out Objection Notice”). If the Holders Representative timely delivers to Buyer an Earn-Out Objection Notice, during the thirty (30) day period following delivery of an Earn-Out Objection Notice (the “Earn-Out Dispute Resolution Period”), Buyer and the Holders Representative shall negotiate in good faith with a view to resolving such objection(s) (the “Agreed Earn-Out Adjustments”). If the Holders Representative and Buyer so resolve any such differences in writing, the Preliminary Earn-Out Payment set forth in the Preliminary Earn-Out Report, as adjusted by the Agreed Earn-Out Adjustments, shall be final and binding as the “Earn-Out Payment” for the Earn-Out Measurement Period for purposes of this Agreement. If the Holders Representative fails to provide an Earn-Out Objection Notice prior to the Earn-Out Objection Deadline, the Preliminary Earn-Out Payment set forth in the Preliminary Earn-Out Report shall be final and binding as the “Earn-Out Payment” for the Earn-Out Measurement Period for purposes of this Agreement.
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Examination and Objection. Parent shall provide Member Representative with written notice of the final amount of Member Audit Expenses, and the Member Representative shall pay, on behalf of the Members, the Member Audit Expenses to Parent by wire transfer of immediately available funds within fifteen (15) Business Days of such notice. Member Representative shall have 30 days to review such amount (the “Member Audit Expenses Review Period”). During the Member Audit Expenses Review Period, Parent shall provide to Member Representative and its Representatives such documents and records relating to the final amount of Member Audit Expenses as Member Representative may reasonably request for the purpose of reviewing the final amount of Member Audit Expenses and to prepare a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the “Member Audit Expenses Objections”). If Member Representative fails to deliver the Statement of Objections before the expiration of the Member Audit Expenses Review Period, the Member Audit Expenses as set forth by Parent shall be deemed to have been accepted by Member Representative. If Member Representative delivers the Statement of Objections before the expiration of the Member Audit Expenses Review Period, Parent and Member Representative shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections (the “Member Audit Expenses Resolution Period”), and, if the same are so resolved within the Member Audit Expenses Resolution Period, the Member Audit Expenses as set forth by Parent, with such changes as may have been previously agreed in writing by Parent and Member Representative, shall be final and binding.
Sample 1
Examination and Objection. After receipt of the Company Cash Statement, the Parent shall have ten (10) days (the “Review Period”) to review and object to the Company Cash Statement by delivering to the Stockholder a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the “Statement of Objections”). If Parent fails to deliver the Statement of Objections before the expiration of the Review Period, the Company Cash Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Cash Statement shall be deemed to have been accepted by Parent. If Parent delivers the Statement of Objections before the expiration of the Review Period, Parent and the Stockholder shall negotiate in good faith to resolve such objections within fifteen (15) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Company Cash Statement with such changes as may have been previously agreed in writing by Parent and the Stockholder, shall be final and binding
Sample 1

Related to Examination and Objection

  • Examination and Review A volunteer, upon presenting identification, shall be permitted by appointment to examine and copy his/her complete County volunteer file, MCFRS operating, or medical record. The volunteer shall indicate in writing, to be placed in his/her file, that he/she has examined the same. The custodian of medical records may determine, consistent with State law, that certain medical information will only be released to the physician or attorney of the volunteer upon receipt of a signed release from the volunteer. Medical records will be maintained in accordance with Section Three of this Article. The County may retain and store records in various formats, including as electronically imaged documents. Confidentiality must be maintained and assured in all formats. Unless otherwise expressly set forth in Sections One through Six, no other documents or information may be placed or maintained in the County volunteer file, MCFRS operating record, or medical file.

  • Title Examination Within thirty (30) days after Purchaser’s exercise of the Option, Purchaser shall have the right to obtain, at Purchaser’s expense, a current survey of the Property (the “Updated Survey”) and an ALTA Title Commitment for the Property from a title company acceptable to Purchaser (the “Title Company”), setting forth the status of title to the Property, and showing all liens, claims, encumbrances, reservations, restrictions and other matters, if any, relating to the Property (the “Title Commitment”), including legible copies of all encumbrances, restrictive covenants and other documents evidencing exceptions to said Title Commitment (the “Exception Documents”). If the Title Commitment and/or Updated Survey reveals any exception(s) to title to which Purchaser objects (a “Title Objection”) and is(are) not either (i) listed as title exceptions in the title insurance policy and/or survey obtained by Seller in connection with the closing of the Mezzanine Loan and/or (ii) permitted by this Agreement (collectively, the “Permitted Encumbrances”), Purchaser may notify Seller in writing that it would like Seller to cure or remove such Title Objections. Seller shall have the right, but not the obligation (except as set forth below), to remedy or cure any such Title Objection(s) during the twenty (20) day period following Seller’s receipt thereof (the “Cure Period”). Purchaser shall have the continuing right to have such title examination and Title Commitments updated from time to time, and to obtain updates to the Survey, and to give Seller written notice of any Title Objections appearing of record, or otherwise created, after the effective date of the initial Title Commitment and being revealed by any title examination, Survey or investigation of the Property, and Purchaser shall be entitled to object (in the same manner as set forth hereinabove) to matters shown by the updated Title Commitments or updated Survey or investigations. Seller shall have the right, but not the obligation (except as set forth below), to remedy those Title Objections identified by Purchaser to the satisfaction of Purchaser within twenty (20) days after Purchaser’s notice. If any of the Title Objections are not so cured or remedied, or provision satisfactory to Purchaser made therefor, prior to any closing date selected by Purchaser, then Purchaser, at its election, shall have the right and option to either: (a) accept title to the Property subject to said uncured Title Objections that Purchaser elects to accept, and any Title Objection accepted by Purchaser in writing shall become part of the Permitted Encumbrances; or (b) terminate this Agreement by written notice to Seller, in which event, immediately upon receipt of said notice, this Agreement shall terminate, be null and void and of no further force or effect. Notwithstanding the foregoing, Seller, at Seller’s sole cost and expense, shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, deeds to secure debt, judgments liens, mechanics and materialman’s liens, and other monetary liens against the Property, whether or not Purchaser objects thereto, and Purchaser shall credit the cost to cure, satisfy, release and remove such matters against the Purchase Price provided the same is actually paid by Purchaser or Title Company on Seller’s behalf. In addition, Seller shall not allow any easements, liens, leases, licenses, permits or other encumbrances to be placed on or granted with respect to the Property, nor shall Seller convey any rights in the Property, without the prior written consent of Purchaser, except to the extent expressly permitted, or consented to in writing by Purchaser under the Mezzanine Loan Documents. If any such prohibited easements, liens, leases, licenses, permits or other encumbrances arise after the Effective Date, notwithstanding any other term or provision of this Agreement to the contrary, Seller shall, at its sole cost and expense, cure, satisfy, release and remove such matters prior to Closing; provided, however, that any easements or encumbrances that are taken by eminent domain shall be governed by the terms of Section 5 immediately below.

  • Examination of the Agreement A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.

  • Field Examination The Administrative Agent or its designee shall have conducted a field examination of the Borrowers’ Accounts, Inventory and related working capital matters and of the Borrowers’ related data processing and other systems, the results of which shall be satisfactory to the Administrative Agent in its sole discretion.

  • Physical Examination The Employer, at its own expense, shall have the right and be given the opportunity to have a medical doctor appointed by the Employer examine, as often as it may reasonably require, any employee whose injury, sickness, mental or nervous disorder is the basis of claim upon this Plan.

  • Inspection and Audit The CONTRACTOR shall maintain, and the LEA shall have the right to examine and audit all of the books, records, documents, accounting procedures and practices and other evidence that reflect all costs claimed to have been incurred or fees claimed to have been earned under this Agreement. CONTRACTOR shall provide access to LEA to all records including, but not limited to: student records as defined by California Education Code section 49061(b); registers and roll books of teachers; daily service logs and notes or other documents used to record the provision of related services; Medi-Cal/daily service logs and notes used to record provision of services provided by instructional assistants, behavior intervention aides, bus aides, and supervisors; absence verification records (parent/doctor notes, telephone logs, and related documents); bus rosters; staff lists specifying credentials held, business licenses held, documents evidencing other qualifications, social security numbers, dates of hire, and dates of termination; staff time sheets; non-paid staff and volunteer sign-in sheets; transportation and other related service subcontracts; school calendars; bell/class schedules when applicable; liability and worker’s compensation insurance policies; state NPS/A certifications; by-laws; lists of current board of directors/trustees, if incorporated; other documents evidencing financial expenditures; federal/state payroll quarterly reports Form 941/DE3DP; and bank statements and canceled checks or facsimile thereof. Such access shall include unannounced inspections by XXX. CONTRACTOR shall make available to LEA all budgetary information including operating budgets submitted by CONTRACTOR to LEA for the relevant contract period being audited. CONTRACTOR shall make all records available at the office of LEA or CONTRACTOR’s offices (to be specified by XXX) at all reasonable times and without charge. All records shall be provided to LEA within five (5) working days of a written request from XXX. CONTRACTOR shall, at no cost to LEA, provide assistance for such examination or audit. XXX’s rights under this section shall also include access to CONTRACTOR’s offices for purposes of interviewing CONTRACTOR’s employees. If any document or evidence is stored in an electronic form, a hard copy shall be made available to the LEA, unless the LEA agrees to the use of the electronic format. CONTRACTOR shall obtain from its subcontractors and suppliers written agreements to the requirements of this section and shall provide a copy of such agreements to LEA upon request by XXX. If an inspection, review, or audit by XXX, a state agency, a federal agency, and/or an independent agency/firm determines that CONTRACTOR owes LEA monies as a result of CONTRACTOR’s over billing or failure to perform, in whole or in part, any of its obligations under this Master Contract, LEA shall provide to CONTRACTOR written notice demanding payment from CONTRACTOR and specifying the basis or bases for such demand. Unless CONTRACTOR and XXX otherwise agree in writing, CONTRACTOR shall pay to LEA the full amount owed as result of CONTRACTOR’s over billing and/or failure to perform, in whole or in part, any of its obligations under this Master Contract, as determined by an inspection, review, or audit by XXX, a state agency, a federal agency, and/or an independent agency/firm. CONTRACTOR shall make such payment to LEA within thirty (30) days of receipt of XXX’s written notice demanding payment.

  • Consent to Examination In connection with the performance by the Transfer Agent of the Delegated Duties, the Transfer Agent understands and acknowledges that the Fund remains responsible for assuring compliance with the USA PATRIOT Act and that the records the Transfer Agent maintains for the Fund relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners.

  • Books and Records; Inspection and Examination The Borrower will keep accurate books of record and account for itself pertaining to the Collateral and pertaining to the Borrower's business and financial condition and such other matters as the Lender may from time to time request in which true and complete entries will be made in accordance with GAAP and, upon the Lender's request, will permit any officer, employee, attorney or accountant for the Lender to audit, review, make extracts from or copy any and all corporate and financial books and records of the Borrower at all times during ordinary business hours, to send and discuss with account debtors and other obligors requests for verification of amounts owed to the Borrower, and to discuss the Borrower's affairs with any of its directors, officers, employees or agents. The Borrower will permit the Lender, or its employees, accountants, attorneys or agents, to examine and inspect any Collateral, other collateral covered by the Security Documents or any other property of the Borrower at any time during ordinary business hours.

  • Examination You are responsible for promptly examining each statement upon receiving it and reporting any irregularities to us. If you fail to report any irregularities such as forged, altered, unauthorized, unsigned, or otherwise fraudulent items drawn on your account, erroneous payments or transactions, or other discrepancies reflected on your statement within 33 days of the date we sent the statement to you, we will not be responsible for your loss. We also will not be liable for any items that are forged or altered in a manner not detectable by a reasonable person, including the unauthorized use of a facsimile signature machine.

  • Resignation and Cooperation Upon termination of Executive’s employment, Executive shall be deemed to have resigned from all offices and directorships then held with the Company. Following any termination of employment, Executive shall cooperate with the Company in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees. Executive shall also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company.

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