No Special Audit Sample Clauses

No Special Audit. The Issuer shall not be obligated to cause any special audit to be undertaken in connection with any Piggy-Back Registration unless such audit is requested by the underwriters with respect to such Piggy- Back Registration.
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No Special Audit. The Company shall not be obligated to cause any special audit to be undertaken in connection with any Piggy-Back Registration unless such audit is requested by the underwriters with respect to such Piggy-Back Registration.
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No Special Audit. The Company shall not be obligated to cause any special audit to be undertaken in connection with any registration pursuant to this Section 8 or Section 2 unless such audit is requested by the underwriters with respect to such registration.
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No Special Audit. USHG shall not be required to conduct any special audit (or any audit not in the ordinary course of its business) in connection with any registration hereunder. EXHIBIT E-2 TO NOTE AND WARRANT PURCHASE, GUARANTY AND SECURITY AGREEMENT Registration Rights (Preferred Securities) This Exhibit E-2 is part of the Note and Warrant Purchase, Guaranty and Security Agreement dated as of November 15, 2001 among U.S. Home & Garden, Inc. ("USHG"), Easy Gardener, Inc. (the "Company"), USHG's other Subsidiaries and the Purchasers named therein (the "Purchase Agreement").
Sample 1
No Special Audit. USHG shall not be required to conduct any special audit (or any audit not in the ordinary course of its business) in connection with any registration hereunder. EXHIBIT F TO NOTE AND WARRANT PURCHASE, GUARANTY AND SECURITY AGREEMENT Financial Covenants This Exhibit F is part of the Note and Warrant Purchase, Guaranty and Security Agreement dated as of November 15, 2001 among U.S. Home & Garden, Inc. ("USHG"), Easy Gardener, Inc. (the "Company"), USHG's other Subsidiaries and the Purchasers named therein (the "Purchase Agreement").
Sample 1
No Special Audit. EGP shall not be required to conduct any special audit (or any audit not in the ordinary course of its business) in connection with any registration hereunder. EXHIBIT E FORM OF ESCROW AGREEMENT OPTION ESCROW AGREEMENT THIS OPTION ESCROW AGREEMENT (this "Agreement"), dated _______, 200__, is by and among Easy Gardener Products, Ltd., a Texas limited partnership ("EGP"), _____________, (the "Option Holder"), and ____________________ (the "Escrow Agent").
Sample 1
No Special Audit. Issuer shall not be required to conduct any special audit (or any audit not in the ordinary course of its business) in connection with any registration hereunder. Schedule 2A(e) Schedule of Fully-Diluted Common Stock To be provided. Exhibit 9A (USHG - Golub on Signing) GENERAL RELEASE XX XXL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN KNOW THAT: U.S. Home & Garden Inc., a Delaware corporation and Easy Gardener, Inc., a Delaware corporation, and for and on behalf of each of their respective employees, subsidiaries, parent, affiliates, officers, directors, heirs, executors, administrators, successors and assigns, in their capacities as such, collectively "RELEASORS," in consideration of the sum of ten dollars ($10.00) and other good and valuable consideration received from LEG Partners Debenture SBIC, L.P., a Delaware limited partnership (and the transferee of all of the rights title and interest of LEG Partners III, L.P.), LEG Partners III, L.P., a Delaware limited partnership, LEG Partners III SBIC, L.P., a Delaware limited partnership, LEG Co-Investors, LLC, a Delaware limited liability company, 555 Madison Investors II, LLC (f/k/a LEG Co-Investors II, LLC), a Delaware limited liability company, 555 Madison Investors, LLC, a Delaware limited liability company, Golub Associates LLC, a New York limited liability company and Golub Xxxxciates Incorporated, a New York corporation (collectively, xxx "Golub Parties"), receipt whereof is hereby acknowledged, unconditionxxxx and irrevocably and irrespective of any future events release and forever discharge each of the Golub Parties and each of their respective officers, directors, affixxxxxs, shareholders (whether past or present), parents, subsidiaries, heirs, executors, administrators, successors, assigns and employees, in their capacities as such, (collectively, the "RELEASEES"), from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity (collectively, "Claims"), which against the RELEASEES, the RELEASORS ever had, now have or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of this RELEASE, except for Claims arising out of (a) the obligations of the Golub Parties...
Sample 1
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Related to No Special Audit

  • Final Audit The Commission will perform a final audit of project costs. The United States Government shall reimburse the City, through the Commission, any monies due. The City shall refund any overpayments as determined by the final audit.

  • Financial Audit The School shall submit audited financial statements from an independent auditor to the Authorizer no later than November 1 of each year.

  • Final Audit Report Contractor shall promptly submit to the State a copy of any final audit report of an audit performed on Contractor’s records that relates to or affects this Contract or the Work, whether the audit is conducted by Contractor or a third party.

  • Financial Audits During the Audit Period, Service Provider shall provide to DIR Auditors access at reasonable hours to Service Provider Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provider, all to the extent relevant to the performance of Service Provider's obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the Services, (iv) examine Service Provider's performance of its other financial and accounting obligations to DIR under this Agreement, and (v) enable DIR and DIR Customers to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, (2) make requested Service Provider Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service Provider, and Service Provider does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider shall promptly pay to DIR the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of receipt by Service Provider of the overcharged amount until the date of payment to DIR. In addition, if any such audit reveals an overcharge of more than five percent (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees provided that such reimbursement shall not exceed the amount of the overcharge uncovered during the audit.

  • Environmental Audit If required by the Administrative Agent, reports and other information in form, scope and substance satisfactory to the Administrative Agent and prepared by environmental consultants satisfactory to the Administrative Agent, concerning any environmental hazards or liabilities to which any Credit Party may be subject with respect to such Additional Mortgaged Property; and

  • Annual Independent Accountants’ Report (a) The Master Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Master Servicer or to the Seller, to deliver to the Indenture Trustee and the Owner Trustee on or before April 30 (or 120 days after the end of the Master Servicer's fiscal year, if other than December 31) of each year, beginning on April 30, 2001, with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report to the effect that they have examined certain documents and records relating to the servicing of Receivables under this Agreement and each Series Supplement, compared the information contained in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with such documents and records and that, on the basis of such examination, such accountants are of the opinion that the servicing has been conducted in compliance with the terms and conditions as set forth in Articles IV and V of this Agreement and the applicable provisions of each Series Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall acknowledge that the Indenture Trustee shall be a "non- participating party" with respect to such report, or words to similar effect. The Indenture Trustee shall have no duty to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency of such procedures. (b) On or before April 30 of each calendar year, beginning with April 30, 2001, the Master Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Master Servicer or Seller) to furnish a report to the Indenture Trustee, the Master Servicer and each Rating Agency to the effect that they have compared the mathematical calculations of each amount set forth in the Master Servicer's Certificates delivered pursuant to Section 4.9 during the period covered by such report with the Master Servicer's computer reports which were the source of such amounts and that on the basis of such comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall acknowledge that the Indenture Trustee shall be a "non-participating party" with respect to such report, or words to similar effect. The Indenture Trustee shall have no duty to make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency of such procedures.

  • Accountants’ Report Simultaneously with the delivery of the annual financial statements referred to in Section 5.08(2), a certificate of the independent public accountants who audited such statements to the effect that, in making the examination necessary for the audit of such statements, they have obtained no knowledge of any condition or event which constitutes a Default or Event of Default, or if such accountants shall have obtained knowledge of any such condition or event, specifying in such certificate each such condition or event of which they have knowledge and the nature and status thereof;

  • 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.

  • Annual Audit Report On or before July 31 of each year, beginning with July 31, 2002, Servicer shall, at its own expense, cause a firm of independent public accountants (who may also render other services to Servicer), which is a member of the American Institute of Certified Public Accountants, to furnish to the Seller and Master Servicer (i) year-end audited (if available) financial statements of the Servicer and (ii) a statement to the effect that such firm has examined certain documents and records for the preceding fiscal year (or during the period from the date of commencement of such Servicer's duties hereunder until the end of such preceding fiscal year in the case of the first such certificate) and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that Servicer's overall servicing operations have been conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers except for such exceptions that, in the opinion of such firm, the Uniform Single Attestation Program for Mortgage Bankers requires it to report, in which case such exceptions shall be set forth in such statement. 27. A new Section 5.07 is hereby added to the Master Servicing Agreement to read as follows:

  • Annual Audits Each fiscal year, the School shall provide for an independent annual financial audit conducted in accordance with Generally Accepted Auditing Standards and Governmental Auditing Standards and performed by a certified public accountant (CPA); provided the Commission may establish an alternative reporting requirement in accordance with State law. The Commission shall provide the guidelines and/or scope of the audit or alternative report and may require minimum CPA qualifications or that the School select from a list of qualified CPAs as provided by the Commission. The School shall provide the completed audit or alternative report to the Commission by November 15 after the conclusion of the fiscal year; provided that the Commission, with reasonable notice to the School, may change the deadline depending on circumstances. The School shall pay for the audit or alternative report if an appropriation is not made by the Legislature for such purpose.

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