PCAOB Audit Sample Clauses

PCAOB Audit. If required by securities law, Seller and Buyer will have finalized a PCAOB audit of Seller’s business to, in part, verify Seller’s existing financials in reference to the Purchase Price.
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PCAOB Audit. Prior to the Closing, Purchaser may, at its own expense, conduct a PCAOB audit of the Company. Seller shall use commercially reasonable efforts to cooperate in good faith with this process.
Sample 1
PCAOB Audit. The Seller acknowledges and agrees that since the Parent is a reporting company with the Securities and Exchange Commission (“SEC”), a financial audit delivered by an auditing firm which is a member of the PCAOB for at least the last two (2) fiscal years is required by the rules and regulations of the SEC (the “PCAOB Audits”). After the Closing, Parent will engage its PCAOB auditing firm in order to complete the PCAOB Audits within the time required by the SEC. In the event that the PCAOB auditing firm of Parent determines that an audit of the financial statements of the Company can not be delivered (i.e., due to the state of the financial books and records of the Company), Parent and Buyer shall have the option to terminate (or rescind) the transactions contemplated by this Agreement. Notwithstanding anything contained herein to the contrary, in the event that the total asset value as set forth on the PCAOB Audit is less than the total asset value as set forth on the Annual Statements and such difference is five percent (5%) or greater than the total asset value as set forth in the Annual Statements, the Consideration shall be reduced by such amount on a dollar for dollar basis (“Asset Consideration Adjustment”).
Sample 1
PCAOB Audit. Following the date hereof, the Sellers shall (a) reasonably assist and cooperate with, and make available to the Buyer and its Representatives, all information, records, data and working papers in their possession, and shall direct their Representatives to make available all information, records, data and working papers in their possession, and shall permit access (during normal business hours, upon reasonable notice, and without interfering in the operations of the Sellers’ business) to their personnel, as may be reasonably required in connection with the preparation of audited financial statements of the Companies as of and for the fiscal period ending December 31, 2016 (or any sub-period thereof) and any stub period required for 2017, which audit the Buyer shall have conducted in accordance with the auditing standards of the Public Company Accounting Oversight Board and any other potential required SEC Reports of the Buyer, (b) request the auditors of the Companies to provide at the Buyer’s expense reasonable assistance and cooperation to Buyer, including without limitation, by requesting such auditors provide auditor’s comfort letters, including as to customary negative assurances, consents and other customary letters reasonably requested by the Buyer or potential financing sources of the Buyer, in each case by no later than forty (40) days following the Closing, and (c) reasonably cooperate with any due diligence investigation of potential financing sources of Buyer. The Buyer shall promptly upon any Sellers’ request reimburse any documented costs and expenses incurred by such Seller in connection with the foregoing.
Sample 1
PCAOB Audit. Section 4.11 of the Original Agreement is hereby modified to provide that Parent will have until September 30, 2013 to determine whether the financial statements of the Company for the years ending December 31, 2012 and 2011 can or cannot be audited due to the state of the financial books and records of the Company or otherwise. If Parent has not delivered a written notice to Seller by September 30, 2013 specifically stating that after good faith and diligent efforts it has reasonably determined that such financial statements cannot be audited due to the state of the financial books and records of the Company, it shall be assumed that such financial statement can be audited and Parent and Buyer will be required to pay the amounts due under Promissory Notes A and B in accordance with the terms of such notes.
Sample 1
PCAOB Audit. Target and Target Shareholders acknowledges and agrees that since the Parent is a reporting company with the SEC, a financial audit delivered by an auditing firm which is a member of the PCAOB for at least the last two (2) fiscal years is required by the rules and regulations of the SEC (the “Audits”). After the Closing, Parent will engage its PCAOB auditing firm in order to complete the Audits and file same with the SEC within the time required by the SEC.
Sample 1
PCAOB Audit. The Company shall use commercially reasonable efforts to cause the PCAOB Audit to be completed by not later than September 30, 2022. Notwithstanding the immediately preceding sentence and in accordance with Section 6.15, the Purchaser shall be solely responsible for the cost of the PCAOB Audit.
Sample 1
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PCAOB Audit. The Company shall use commercially reasonable efforts to provide, on a timely basis, the accounting firm retained to conduct the PCAOB Audit with all information reasonably available to the Company and requested by such firm such that the PCAOB Audit. Notwithstanding the immediately preceding sentence and in accordance with Section 6.15, the Purchaser shall be solely responsible for the cost of the PCAOB Audit.
Sample 1

Related to PCAOB Audit

  • Audit Not more than once per year, or at any time a Party has a reasonable, good faith belief that the other Party has materially breached this Agreement, or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such other Party as well as detailed documentation or other evidence of such alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.13 shall not interfere unreasonably with the operations of such audited Party or any of its Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (to the extent with respect to this Agreement), the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or not the audited Party is in compliance with this Agreement, and if such audit has revealed a breach, shall include no more information than is reasonably necessary to provide the basis for such finding. All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement. Notwithstanding anything to the contrary in this Section, the audited Party may require that the Third Party conducting the audit pursuant to this Section 2.13 be accompanied by the audited Party’s (and in the case of an audit of its Affiliates or Sublicensees, its Affiliate’s or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with this Section 2.13.

  • Independent Auditor The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member, which may also be the Member’s independent auditor.

  • Records; Audit Hyseq shall keep or cause to be kept such records as are required in sufficient detail to track and determine (in a manner consistent with GAAP) the accuracy of calculations of all sums or credits due under this License Agreement and to accurately account for the calculations of all Royalties due for Licensed Products under this License Agreement. Such records shall be retained for a period of the later of (i) a [***] period following the year in which any payments were made hereunder and/or (ii) the expiration of the applicable tax statute of limitations (or any extensions thereof), or such longer period as may be required by law. [***] per Calendar Year, Amgen shall have the option to engage (at its own expense) an independent certified public accountant, appointed by Amgen and reasonably acceptable to Hyseq, to examine in confidence the books and records of Hyseq as may be necessary to determine, with respect to any Calendar Year, the correctness or completeness of any report or payment required to be made under this License Agreement; provided however, that the books and records for any particular Calendar Year shall only be subject to one audit. The report of such accountant shall be limited to a certificate verifying any report made or payment submitted by Hyseq during such period but may include, in the event the accountant shall be unable to verify the correctness of any such payment, information relating to why such payment is unverifiable. All information contained in any such certificate shall be deemed the Confidential Information of Hyseq hereunder. If any audit performed under this Section 7.2 discloses a variance of more than [***] from the amount of the original report, showing the calculation of a Royalty under section 5.2 of this License Agreement or calculation of consideration due to Amgen under section 5.7 of this License Agreement, Hyseq shall bear the full cost of the performance of such audit. Upon the expiration of [***] following the end of any Calendar Year, the calculation of any such amounts payable with respect to such Calendar Year shall be binding and conclusive upon Amgen, and Hyseq shall be released from any liability or accountability with respect to such amounts for such Calendar Year.

  • Independent Audit In the event Transfer Agent determines, based on a review of complaints received in accordance with paragraph 18, above, that Insurance Company is not processing Contractholder transactions accurately, Transfer Agent reserves the right to require that Insurance Company’s data processing activities as they relate to this Agreement be subject to an audit by an independent accounting firm to ensure the existence of, and adherence to, proper operational controls. Insurance Company shall make available upon Transfer Agent’s request a copy of any report by such accounting firm as it relates to said audit. Insurance Company shall immediately notify Transfer Agent in the event of a material breach of operational controls.

  • Annual Audit The accounts of this FuturesAccess Fund shall be audited as of the close of each fiscal year by an independent public accounting firm (the “Accountant”) selected by the Sponsor and in accordance with the applicable Commodity Futures Trading Commission regulations. The Sponsor or its agents shall cause to be prepared and mailed to each Investor, including Investors who have redeemed all of their Units and withdrawn but who were Investors at any time during a fiscal year, audited financial statements and a report prepared by the Accountant, setting forth as of the end of such fiscal year:

  • Auditor 22.1 Auditor must be registered The Auditor of each Trust shall be a firm of chartered accountants some of whose members are Registered Company Auditors.

  • 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.

  • Field Audits The Borrower shall permit the Bank to inspect the Inventory, other Tangible Assets and/or other business operations of the Borrower and each Subsidiary, to perform appraisals of the Equipment of the Borrower and each Subsidiary, and to inspect, audit, check and make copies of, and extracts from, the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts and any other Collateral, the results of which must be satisfactory to the Bank in the Bank’s sole and absolute discretion. All such inspections or audits by the Bank shall be at the Borrower’s sole expense, provided, however, that so long as no Event of Default or Unmatured Event of Default exists, the Borrower shall not be required to reimburse the Bank for inspections or audits more frequently than once each fiscal year.

  • Independent Registered Public Accounting Firm’s Comfort Letter At the time of the execution of this Agreement, the Representatives shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type customarily included in independent registered public accounting firm’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Prospectus and the Statutory Prospectus.

  • Annual Accountants’ Reports The Manager shall furnish, or cause to be furnished to the Trustee, the Control Party, the Back-Up Manager (to the extent the Back-Up Manager is not providing such report) and the Rating Agencies, if any, within 120 days after the end of each fiscal year of the Manager, commencing with the fiscal year ending in December 2021, (i) a report of the Independent Auditors (who may also render other services to the Manager) or the Back-Up Manager summarizing the findings of a set of agreed-upon procedures performed by the Independent Auditors or the Back-Up Manager with respect to compliance with the Quarterly Noteholders’ Reports for such fiscal year (or other period) with the standards set forth herein, and (ii) a report of the Independent Auditors or the Back-Up Manager to the effect that such firm has examined the assertion of the Manager’s management as to its compliance with its management requirements for such fiscal year (or other period), and that (x) in the case of the Independent Auditors, such examination was made in accordance with standards established by the American Institute of Certified Public Accountants and (y) except as described in the report, management’s assertion is fairly stated in all material respects. In the case of the Independent Auditors, the report will also indicate that the firm is independent of the Manager within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants (each, an “Annual Accountants’ Report”). In the event such Independent Auditors require the Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 3.3, the Manager shall direct the Trustee in writing to so agree as to the procedures described therein; it being understood and agreed that the Trustee shall deliver such letter of agreement (which shall be in a form satisfactory to the Trustee) in conclusive reliance upon the direction of the Manager, and the Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

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