REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS Sample Clauses

REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS. The following information (other than the information concerning us, our Parent and STC) has been provided to us by Convergent: PURSUANT TO AN ENGAGEMENT LETTER DATED SEPTEMBER 15, 2000, CONVERGENT RETAINED XXXXXX XXXXXXX TO PROVIDE IT WITH FINANCIAL ADVISORY SERVICES IN CONNECTION WITH A POSSIBLE STRATEGIC BUSINESS COMBINATION WITH STC. XXXXXX XXXXXXX WAS SELECTED TO ACT AS THE SPECIAL COMMITTEE'S FINANCIAL ADVISOR BASED ON XXXXXX XXXXXXX'X QUALIFICATIONS, EXPERTISE AND REPUTATION, AND ITS KNOWLEDGE OF THE BUSINESS AND AFFAIRS OF CONVERGENT. AT THE MEETING OF THE SPECIAL COMMITTEE ON OCTOBER 13, 2000, XXXXXX XXXXXXX DELIVERED AN ORAL OPINION, SUBSEQUENTLY CONFIRMED IN WRITING, TO THE EFFECT THAT, AS OF OCTOBER 13, 2000, AND SUBJECT TO AND BASED UPON THE VARIOUS CONSIDERATIONS SET FORTH IN ITS OPINION, THE CASH CONSIDERATION TO BE RECEIVED BY CONVERGENT STOCKHOLDERS IN OUR OFFER AND THE MERGER PURSUANT TO THE MERGER AGREEMENT WAS FAIR, FROM A FINANCIAL POINT OF VIEW, TO THOSE HOLDERS. PLEASE NOTE THAT THE XXXXXX XXXXXXX OPINION SPEAKS AS OF THE DATE IT WAS ISSUED AND THE OCTOBER 13, 2000 OPINION WILL NOT BE UPDATED. THE FULL TEXT OF THE WRITTEN OPINION OF XXXXXX XXXXXXX, DATED OCTOBER 13, 2000, IS ATTACHED AS ANNEX A TO THIS DOCUMENT AND SETS FORTH THE ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITATIONS ON THE SCOPE OF THE REVIEW UNDERTAKEN BY XXXXXX XXXXXXX IN RENDERING ITS OPINION. CONVERGENT'S STOCKHOLDERS ARE URGED TO, AND SHOULD, READ THE OPINION CAREFULLY AND IN ITS ENTIRETY. XXXXXX XXXXXXX'X OPINION, DATED OCTOBER 13, 2000, WAS DIRECTED TO THE SPECIAL COMMITTEE AND ADDRESSED ONLY THE FAIRNESS OF THE CASH CONSIDERATION TO BE RECEIVED BY CONVERGENT STOCKHOLDERS PURSUANT TO THE MERGER AGREEMENT FROM A FINANCIAL POINT OF VIEW AS OF THE DATE OF THE OPINION. IT DOES NOT ADDRESS ANY OTHER ASPECT OF THE MERGER AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY CONVERGENT STOCKHOLDER TO TAKE ANY SPECIFIC ACTION WITH RESPECT TO THE TENDER OFFER. THE SUMMARY OF THE OPINION OF XXXXXX XXXXXXX SET FORTH IN THIS DOCUMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF ITS OPINION. In connection with rendering its opinion, Xxxxxx Xxxxxxx, among other things: - Reviewed certain publicly available financial statements and other information concerning Convergent; - Reviewed certain financial statements and other information concerning STC; - Reviewed certain internal financial statements and other financial and operating data concernin...
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Related to REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

  • Inspections; Appraisals (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them.

  • Opinions and Comfort Letters The Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

  • Reports; Regulatory Matters (a) The Company and each Company Subsidiary has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since January 1, 2004 with (i) the Federal Reserve Board, (ii) the FDIC, (iii) the Office of the Comptroller of the Currency, (iv) the NASD, (v) any state banking agency, insurance commission or other state regulatory authority, (vi) the SEC, (vii) any foreign regulatory authority and (viii) any SRO (collectively, “Regulatory Agencies”) and with each other applicable Governmental Entity, and all other reports and statements required to be filed by them since January 1, 2004, including any report or statement required to be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or Governmental Entity, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by a Regulatory Agency or Governmental Entity in the ordinary course of the business of the Company and its Subsidiaries, no Regulatory Agency or Governmental Entity has initiated since January 1, 2004 or has pending any proceeding, enforcement action or, to the knowledge of the Company, investigation into the business, disclosures or operations of the Company or any Company Subsidiary. Since January 1, 2004, no Regulatory Agency or Governmental Entity has resolved any proceeding, enforcement action or, to the knowledge of the Company, investigation into the business, disclosures or operations of the Company or any Company Subsidiary. There is no unresolved violation, criticism or exception by any Regulatory Agency or Governmental Entity with respect to any report or statement relating to any examinations or inspections of the Company or any Company Subsidiary. Since January 1, 2004, there has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency or Governmental Entity with respect to the business, operations, policies or procedures of the Company or any Company Subsidiary.

  • Financial Statements; Accountants’ Reports; Other Information The Guarantor shall keep and maintain at all times complete and accurate books of accounts and records in sufficient detail to correctly reflect all of the Guarantor’s financial transactions and assets. In addition, the Guarantor shall furnish, or cause to be furnished, to the Lender the following:

  • Auditor's Reports Promptly upon receipt thereof, a copy of any other report or "management letter" submitted by independent accountants to any Consolidated Party in connection with any annual, interim or special audit of the books of such Person.

  • Budgets, Forecasts, Other Reports and Information Promptly upon their becoming available to the Borrower:

  • Inspections and Appraisals At all times during normal business hours, Laurus, and/or any agent of Laurus shall have the right to (a) have access to, visit, inspect, review, evaluate and make physical verification and appraisals of each Company’s properties and the Collateral, (b) inspect, audit and copy (or take originals if necessary) and make extracts from each Company’s Books and Records, including management letters prepared by the Accountants, and (c) discuss with each Company’s directors, principal officers, and independent accountants, each Company’s business, assets, liabilities, financial condition, results of operations and business prospects. Each Company will deliver to Laurus any instrument necessary for Laurus to obtain records from any service bureau maintaining records for such Company. If any internally prepared financial information, including that required under this Section is unsatisfactory in any manner to Laurus, Laurus may request that the Accountants review the same.

  • Compliance Certificates and Opinions, etc (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

  • Financial Statements, Reports, etc Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders):

  • Annual Independent Public Accountants’ Reports (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates, to deliver to the Trustee, the Owner Trustee and the Trust Collateral Agent, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March 31, 2020, a report, dated as of December 31 of the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 4.10(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

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