Management Notification and Auditors’ Determination Sample Clauses
The 'Management Notification and Auditors’ Determination' clause establishes a process for informing management about specific issues or discrepancies and sets out the role of auditors in resolving such matters. Typically, this clause requires that management be promptly notified if certain financial irregularities, breaches, or disputes are identified, after which independent auditors are tasked with reviewing the situation and making a binding determination. This mechanism ensures that potential problems are addressed transparently and impartially, providing a clear path for resolution and minimizing prolonged disputes between parties.
Management Notification and Auditors’ Determination. (i) The relevant German Guarantor will notify the Administrative Agent in writing in reasonable detail within fifteen (15) Business Days of receiving notice from the Administrative Agent of the Administrative Agent’s intention to demand payment under the guarantee in this Article XI whether and to what extent a Capital Impairment occurred on the date of the entry into this Agreement (the “Management Notification”). Demanding payment under the guarantee in this Article XI from such German Guarantor up to the amount which, according to the Management Notification, would not result in a Capital Impairment is permitted without limitation.
(ii) The relevant German Guarantor will provide an auditors’ determination by the Auditors within thirty (30) Business Days from the date on which the Collateral Agent received the Management Notification (the “Auditors’ Determination”). Such Auditors’ Determination shall set out:
(A) the amount of Net Assets of that German Guarantor taking into account the relevant adjustments, and
(B) the extent of the Capital Impairment. Demanding payment under the German Guarantee from such German Guarantor up to the amount which, according to the Auditors’ Determination, did not result in a Capital Impairment is permitted without limitation. The results of the Auditors’ Determination are, save for manifest errors, binding on all parties.
(iii) If the relevant German Guarantor does not provide the Management Notification or the Auditors’ Determination within the time frame set out above, demanding payment under the German Guarantee shall not be limited by this Section 11.