Independent Auditor Review Sample Clauses

Independent Auditor Review. PARENT shall be current in all ---------------------------- required independent auditor reviews, audits and reports regarding PARENT's financial statements and public company reports.
Sample 1Sample 2Sample 3
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Independent Auditor Review. In the event that Buyer and the Members fail to resolve all of the issues set forth in the Objection Notice within 30 days after Buyer receives the Objection Notice (the “Agreement Period”), (i) Buyer and the Members will retain a firm of certified public accountants designated by Buyer and reasonably acceptable to the Members (the “Independent Auditors”) to make the determination of the Final Indebtedness and the Final Transaction Expenses in accordance with the terms of this Agreement within the 30 day period immediately following the Agreement Period, and (ii) Buyer and the Members will each provide the Independent Auditors with their respective determinations of the Closing Indebtedness and the Transaction Expenses. The Independent Auditors will consider only those items and amounts in Buyer’s and the Members’ respective determinations of the Closing Indebtedness and the Transaction Expenses that are identified as being items and amounts to which Buyer and the Members have been unable to agree. In resolving any such disputed item or amount, the Independent Auditors may not assign a value to any item or amount that is higher than the highest value for such item or amount claimed by either party or lower than the lowest value for such item or amount claimed by either party. The Independent Auditors’ determination of the Final Indebtedness and the Final Transaction Expenses will be based on the definitions of “Closing Indebtedness” and the “Transaction Expenses” contained in this Agreement. Assuming compliance with the immediately preceding sentence, the determination of the Final Indebtedness and the Final Transaction Expenses by the Independent Auditors will be conclusive and binding upon the parties. The fees, costs and expenses of the Independent Auditor shall be paid shall be allocated between the Members, on the one hand, and Buyer, on the other hand, in inverse proportion as the Members and Buyer may prevail on matters resolved by the Independent Auditors, which proportionate allocations shall be determined by the Independent Auditors.
Sample 1
Independent Auditor Review. If APL believes UP has failed to meet its obligation under this Section, APL may request in writing an audit of all contracts which UP has with APL Competitors ("Audit"), giving UP thirty days' advance notice. Upon such request, UP will arrange for its regular independent certified public accounting firm ("the Auditor") to perform an independent review of UP's other comparable transportation contracts to determine whether, and to what extent, UP has failed to meet its obligations. The Auditor will use the Benchmark Date process set forth in this sub-section when performing the Audit. APL shall reimburse UP for the cost of the Audit. APL shall not request an Audit more than once in any calendar year. The Auditor shall also be allowed to review UP's volume records to determine whether the comparison should be on a round-trip or one-way basis. Prior to the Audit, UP will conduct a comparative analysis using the methodology set forth in this Section. UP will identify any problems and propose appropriate remedies, if needed, to APL and to the Auditor. The Auditor will review the agreements between UP and the APL Competitors, perform a comparative analysis using the methodology described in this Section, review the remedies proposed by UP and make a determination if the proposed remedies meet the requirements of this Section. The Auditor will determine if there are other areas of non-compliance with this Section. If the Auditor discovers such areas of non-compliance, the Auditor will work with UP to design and propose proper corrective action to APL. In order to perform an accurate and equitable comparison of APL's Rates with the Rates of APL Competitors, a date or point in time for such a comparison must be established. The parties recognize that rates vary and are adjusted periodically at different times as a result of the unique provisions in each transportation agreement. Consequently, for purposes of comparability of Rates, UP, upon notification by APL of its request for an audit, shall conduct the comparative analysis by first determining the effective date or most recent anniversary date of UP's doublestack contract with each of APL Competitors closest in time but prior to APL's request for an audit (Benchmark Date). Each APL Competitor's Rates will be compared with APL's Rates as of that Benchmark Date. The parties recognize that there may be a different Benchmark Date for each APL competitor. If as a result of this comparison, APL's Rates need to be adj...
Sample 1

Related to Independent Auditor Review

  • Independent Audit The Grantee shall submit, in a format specified by the department, the independent financial compliance audit prepared by an independent Certified Public Accountant for the previous fiscal year. The audit shall follow the General Grant Requirements of Sections VIII (F) and (G) and be submitted no later than March 1 of the current fiscal year.

  • Independent Auditor If: (a) the Provider is the Distributor and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from the information relating to the Trader or that the information is commercially sensitive; or (b) the provider is the Trader and, acting reasonably, gives notice that the Records contain information about other industry participants that cannot reasonably be severed from information relating to the Distributor or that the information is commercially sensitive, then the Distributor or the Trader, as appropriate, will permit an independent auditor (the “Auditor”) appointed by the other party to review the Records and the other party will not itself directly review any of the Records. The Distributor or the Trader, as appropriate, will not unreasonably object to the Auditor appointed by the other party. In the event that the Distributor or the Trader, as appropriate, reasonably objects to the identity of the Auditor, the parties will request the President of the New Zealand Law Society (or a nominee) to appoint a person to act as the Auditor. The party that is permitted by this clause 31.5 to appoint an Auditor will pay the Auditor’s costs, unless the Auditor discovers a material inaccuracy in the Records in which case the other party will pay the Auditor’s costs. The terms of appointment of the Auditor will require the Auditor to keep the Records confidential.

  • Independent Auditors The Company shall, until at least the Termination Date, maintain as its independent auditors an accounting firm authorized to practice before the SEC.

  • Independent Review Contractor shall provide the Secretary of ADS/CIO an independent expert review of any Agency recommendation for any information technology activity when its total cost is $1,000,000.00 or greater or when CIO requires one. The State has identified two sub-categories for Independent Reviews, Standard and Complex. The State will identify in the SOW RFP the sub-category they are seeking. State shall not consider bids greater than the maximum value indicated below for this category. Standard Independent Review $25,000 Maximum Complex Independent Review $50,000 Maximum Per Vermont statute 3 V.S.A. 2222, The Secretary of Administration shall obtain independent expert review of any recommendation for any information technology initiated after July 1, 1996, as information technology activity is defined by subdivision (a) (10), when its total cost is $1,000,000 or greater or when required by the State Chief Information Officer. Documentation of this independent review shall be included when plans are submitted for review pursuant to subdivisions (a)(9) and (10) of this section. The independent review shall include: • An acquisition cost assessment • A technology architecture review • An implementation plan assessment • A cost analysis and model for benefit analysis • A procurement negotiation advisory services contract • An impact analysis on net operating costs for the agency carrying out the activity In addition, from time to time special reviews of the advisability and feasibility of certain types of IT strategies may be required. Following are Requirements and Capabilities for this Service: • Identify acquisition and lifecycle costs; • Assess wide area network (WAN) and/or local area network (LAN) impact; • Assess risks and/or review technical risk assessments of an IT project including security, data classification(s), subsystem designs, architectures, and computer systems in terms of their impact on costs, benefits, schedule and technical performance; • Assess, evaluate and critically review implementation plans, e.g.: • Adequacy of support for conversion and implementation activities • Adequacy of department and partner staff to provide Project Management • Adequacy of planned testing procedures • Acceptance/readiness of staff • Schedule soundness • Adequacy of training pre and post project • Assess proposed technical architecture to validate conformance to the State’s “strategic direction.” • Insure system use toolsets and strategies are consistent with State Chief Information Officer (CIO) policies, including security and digital records management; • Assess the architecture of the proposed hardware and software with regard to security and systems integration with other applications within the Department, and within the Agency, and existing or planned Enterprise Applications; • Perform cost and schedule risk assessments to support various alternatives to meet mission need, recommend alternative courses of action when one or more interdependent segment(s) or phase(s) experience a delay, and recommend opportunities for new technology insertions; • Assess the architecture of the proposed hardware and software with regard to the state of the art in this technology. • Assess a project’s backup/recovery strategy and the project’s disaster recovery plans for adequacy and conformance to State policy. • Evaluate the ability of a proposed solution to meet the needs for which the solution has been proposed, define the ability of the operational and user staff to integrate this solution into their work.

  • 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.

  • Independent Engineer Contractor shall cooperate with Independent Engineer in the conduct of his or her duties in relation to the Project and the Work, including the duties listed in Attachment CC. No review, approval or disapproval by Independent Engineer shall serve to reduce or limit the liability of Contractor to Owner under this Agreement.

  • INDEPENDENT ASSESSMENT COMMITTEE CHAIRPERSONS Xx. Xxxxxx Xxxxxxxxx Registered Nurses Association of Ontario 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX X0X 0X0 Telephone: (000) 000-0000, ext. 216 Fax: (000) 000-0000 E-mail: xxxxxxxxxxxxxx@xxxxxxxxx.xx Ms. Xxxxxxx Plain 0000 Xxxxxx Xxxx Xxxxxxxx, XX X0X 0X0 Telephone: (000) 000-0000 Email: xxxxxxx.xxxxx@xxxxxxxxx.xx BETWEEN: AND:

  • Independent Analysis Each Party hereby confirms that its decision to execute this Agreement has been based upon its independent assessment of documents and information available to it, as it has deemed appropriate.

  • Independent Expert The Parties and the other signatories may, upon written agreement, resort to an independent expert in order to obtain a well-grounded opinion that may lead to the settlement of the dispute or controversy. In case such agreement is signed, arbitration may only be filed after issuance of the expert’s opinion.

  • Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience.

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