Resolution by Accounting Company Sample Clauses

Resolution by Accounting Company. If Buyer and Seller are not capable of resolving all objections during the period of ten (10) Business Days, any Adjustment Disputes, and solely such Adjustment Disputes, shall be resolved by an independent Audit Company, which has not provided any audit or other consulting services to any of the Parties within the past twelve (12) months, and which shall be established and engaged by Buyer and by Seller within fifteen (15) Business Days from the expiration of such period. The Audit Company shall be engaged as specialist and not as arbitrator. If the Parties fail to reach an agreement upon which Audit Company to engage within fifteen (15) Business Days, Buyer shall deliver to Seller, within five (5) Business Days from the expiration of such period of fifteen (15) Business Days, list of two (2) Audit Companies that satisfy the independence requirement referred to above. Seller shall select one (1) of the Audit Companies listed by Buyer within five (5) Business Days from receiving the list from Buyer, which shall be engaged as Audit Company for the purposes of this Chapter. Seller or Buyer shall not maintain any communication, written or verbal, with the Audit Company, without the presence of the other Party or without the other Party’s receipt of simultaneous copy of any written communication. Each one of the Companies, Seller and Buyer, and their respective executive officers, employees and/or representatives, shall cooperate with the Audit Company during the term of effectiveness of the services contracted and respond in due course to all requests for information or access to documents made by the Audit Company, all with the purpose of resolving the Adjustment Disputes on fair basis and in good faith as soon as possible. Within thirty (30) Business Days after the engagement of the Audit Company by the Parties, the Audit Company shall deliver to the Parties the report providing in detail the Price Adjustment, as well as the calculations upon which such adjustments are based, including the ledger accounts. The Audit Company shall calculate the Price Adjustment according to the criteria, methodology and premises provided in Section 2.7 and in Exhibit 2.7. If the Parties refrain from delivering additional requests for elucidations, inquiries or oppositions within fifteen (15) Business Days, the possible Price Adjustment, as the case may be, informed by the Audit Company, shall become final and binding for the Parties. Otherwise, the Audit Company shall have a...
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Related to Resolution by Accounting Company

  • Accounting Decisions All decisions as to accounting principles, except as specifically provided to the contrary herein, shall be made by the General Partner.

  • General Accounting Matters (a) GP-Related Net Income (Loss) shall be determined by the General Partner at the end of each accounting period and shall be allocated as described in Section 5.4.

  • Annual Independent Certified Public Accountants' Reports (a) Not later than 90 days following the end of each fiscal year of the Servicer commencing in 2000, the Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee and the Depositor a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer which includes an assertion that the Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in either the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America or the Audit Program for Mortgages serviced by FHLMC, with respect to the servicing of residential mortgage loans during the most recently completed fiscal year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. Immediately upon receipt of such report, the Servicer shall furnish a copy of such report to the Trustee, the Depositor and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Servicer's expense, provided that such statement is delivered by the Servicer to the Trustee.

  • Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;

  • Annual Independent Certified Public Accountants’ Report The Servicer shall cause a firm of independent certified public accountants, which may also render other services to the Servicer, the Seller or any other Affiliate of CNH Industrial, to deliver to the Issuing Entity, the Indenture Trustee and, subject to Section 10.18, the Rating Agencies on or before March 30 of each year a report, providing its assessment of compliance with the minimum servicing criteria during the preceding calendar year, 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. The report required by this Section may be replaced, at the Servicer’s option, by any similar report or certification using standards which are now or in the future in use by servicers of comparable assets or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Securities and Exchange Commission. In the event that such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Such report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.

  • Internal Control Over Financial Reporting and Internal Accounting Controls The Company maintains (i) effective internal control over financial reporting as defined in Rules 13a-15 and 15d-15 under the Exchange Act, and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

  • Reports by Independent Certified Public Accountants At the request of a Fund, the Custodian shall deliver to such Fund a written report prepared by the Custodian's independent certified public accountants with respect to the services provided by the Custodian under this Agreement, including, without limitation, the Custodian's accounting system, internal accounting control and procedures for safeguarding cash, securities and other assets, including cash, securities and other assets deposited and/or maintained in a Securities System, Eligible Securities Depository or with a Subcustodian. Such report shall be of sufficient scope and in sufficient detail as may reasonably be required by any Fund and as may reasonably be obtained by the Custodian.

  • Accounting and Fiscal Year Subject to Code Section 448, the books of the Partnership shall be kept on such method of accounting for tax and financial reporting purposes as may be determined by the General Partner. The fiscal year of the Partnership shall end on December 31 of each year, or on such other date permitted under the Code as the General Partner shall determine.

  • Certain Accounting Matters (a) At all times during the existence of the Trust, the Administrative Trustees shall keep, or cause to be kept at the principal office of the Trust in the United States, as defined for purposes of Treasury Regulations section 301.7701-7, full books of account, records and supporting documents, which shall reflect in reasonable detail each transaction of the Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with generally accepted accounting principles, consistently applied.

  • 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.

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