Open Xxxxxxxx and Rate Issues Sample Clauses

Open Xxxxxxxx and Rate Issues. The Parent, the Buyer ----------------------------- and the Company agree to fully cooperate in relation to all open billing, direct rate, and indirect rate issues on all contracts for all periods prior to closing relating to the Company's US Government agency customers and/or any non-US Government contract containing a cost based repriceable provision (the "Open ---- Billing and Rate Issues"). The Open Billing and Rate Issues shall include, ----------------------- without limitation, invoicing for: the annual final direct rates and indirect rates, contract closeouts, incurred cost audits, cost impacts resulting from cost accounting changes, CAS non-compliance audits, FAR non-compliance audits, government civil and criminal investigations, adjustments of any form to direct costs and/or any other audits or investigations arising out of the terms and conditions of any of the Company's Government and/or non-US Government contracts, whether or not such audits or investigations are currently known or in progress. The Parent and the Company shall notify one another of cost disallowances or potential adverse audit findings, and shall consult and reach an advance agreement with respect to coordination of negotiating positions, offers of compromise, or final agreements or settlements. The Parent may, with the prior written approval of the Buyer, which approval shall not be unreasonably withheld, reach compromises, final agreements and/or settlements concerning Open Billing and Rate Issues (the aggregate dollar amount of any such agreements and settlements, including cash offsets or offset equivalents, the "Open Audit Settlements Amount"). ----------------------------- Notwithstanding the foregoing, the Parent shall have the unilateral right, it its own discretion, to reach compromises, final agreements and/or settlements once the Maximum Company Expense Amount (defined below) has been reached, provided, that, the Parent shall provide the Company and the Buyer with seven -------- ---- days advance notice of any such compromise, settlement or agreement and, in any event, such compromise, settlement or agreement shall not be harmful in the reasonable opinion of the Parent to the Company or to the Company's relationships with its customers. The Parent and the Company agree that with respect to the contracts listed on Schedule 6.12.1, the Company shall, on behalf --------------- of the Parent, invoice the client for any direct or indirect rate variance using the final d...
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Related to Open Xxxxxxxx and Rate Issues

  • /s/ Xxxxxx X Xxxxx ------------------- ..................

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • /s/ Xxxxx X Xxxx ------------------ ..................

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • Hart-Xxxxx-Xxxxxx Xxe provisions of the Hart-Xxxxx-Xxxxxx Xxx are not applicable to the transactions contemplated hereby and neither the Corporation nor Seller is required to make any filings or submissions to obtain any approvals thereunder in connection herewith.

  • SEC Filings and the Xxxxxxxx-Xxxxx Act (a) The Company has filed with or furnished to the SEC, and made available to Parent, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company since January 1, 2008 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”).

  • Xxxxxx, Xxxxxx X Xxxxxx has been with the Office of the Chairman of Insignia 000 Xxxx Xxxxxx and has been Chairman of Insignia/ESG, Inc. since July 1996. Prior to New York, NY 10166 July 1996, Xx. Xxxxxx'x principal employment for more than the prior five years was as a founder and Chairman of Xxxxxx X. Xxxxxx Company, Incorporated ("ESG"), a commercial property management and brokerage firm located in New York, New York that was acquired by Insignia in June 1996.

  • XX XXXXXXX XXXXXXX xxx undersigned, being the sole trustee of the Trust, has executed this Certificate of Trust as of the date first above written. Wilmington Trust Company, not in its individual capacity but solely as owner trustee under a Trust Agreement dated as of February 13, 2002 By:_____________________________________ Name: Title: EXHIBIT C [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

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