KPMG Sample Clauses

KPMG. KPMG LLP (“KPMG”), which has delivered its audit report with respect to the Company’s consolidated financial statements and financial statement schedule III (properties and accumulated depreciation) included or incorporated by reference in the General Disclosure Package and the Prospectus, is an independent registered public accounting firm within the meaning of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith and as required by the Public Company Accounting Oversight Board (the “PCAOB”).

KPMG. Preparation of yearly income tax To the extent that legal fees and expenses of ---- returns. Engage are paid for by CMGI, such fees and expenses will be allocated based upon the actual use of KPMG services. -------------------------------------------------------------------------------------------------------

KPMG. Preparation of yearly To the extent that legal fees and income tax returns. expenses of NaviSite are paid for by CMGI, such fees and expenses will be allocated based upon the actual use of KPMG services. --------------------------------------------------------------------------------

KPMG. The determination of such independent accounting firm shall be final and binding on the parties hereto. The costs of the independent accounting firm shall be borne by the party (either the Buyer or the Seller) whose determination of the aggregate adjustment of the Purchase Price was furthest from the actual aggregate adjustment resulting from the determination(s) of the independent accounting firm of the Net Asset Adjustments and/or the Net Sales Adjustments, as the case may be, or equally by the Buyer and the Seller in the event that the determination by the independent accounting firm is equidistant between the determinations of the parties. The calculation of this adjustment to the Purchase Price shall be final and binding.

KPMG. The following terms of reference shall apply:

KPMG. 9.1.1 The Parties agree that any Contracts between Seller or any Affiliate of Seller, on the one hand, and with KPMG International’s network member firms worldwide, 164658-4-510-v12.0 42-40571665 LA\3961404.12 on the other hand, will be Excluded Contracts under the terms of the MSPA. To reflect this exclusion, the Parties agree to the following amendment to the MSPA: 9.1.2 In Article 4.2 of the MSPA (Excluded Contracts), the following wording shall be added as a new clause 4.2.6: "any Contracts between Seller and/or any of its Affiliates, on the one hand, and with KPMG International’s network member firms worldwide, on the other hand;"

KPMG. In the absence of manifest error, the amounts advised by KPMG are final and conclusive and binding on the parties.

KPMG. KPMG shall indemnify SAP against all claims, liabilities, and costs, including reasonable attorneys' fees, of defending any claim or suit, other than for SAP's infringement of intellectual property rights, arising out of the use of any copy of the Software provided under this License, provided that SAP promptly notifies KPMG in writing of such claim or suit and KPMG is permitted to control fully the defense and any settlement of the claim or suit.

KPMG. KPMG LLP, who have certified certain financial statements of the Issuer and its consolidated subsidiaries and delivered their report with respect to the audited consolidated financial statements and schedules incorporated by reference in the Offering Memorandum, are an independent registered public accounting firm with respect to the Issuer within the meaning of the Securities Act and the applicable published rules and regulations thereunder.

KPMG. Preparation of yearly To the extent that legal fees and income tax returns. expenses of AltaVista are paid for by CMGI, such fees and expenses will be allocated based upon the actual use of KPMG services. --------------------------------------------------------------------------------