Sellers Review of Calculation Sample Clauses

Sellers Review of Calculation. Sellers who owned at least 80% of the Company’s stock prior to Closing, as a group, may ascertain compliance with Buyer’s obligations under Section 2.(c) by notifying Buyer in writing within thirty days after receipt of Buyer’s notification under Section 2.(c) of Sellers’ desire to verify such information. Within twenty business days from such notification, Buyer shall provide to Sellers or as the case may be, to Sellers’ representative, such books and records, possibly in an electronic form, as may be reasonably required to verify such information. Receipt of such copies shall not preclude Sellers from the right to perform a more extensive audit at Buyer’s office during normal business hours to verify further such information. Buyer shall allow such audit to be performed so that it can be completed within thirty days after the date on which Sellers notified Buyer that it desired to verify such information. (1) If Sellers disagree with Buyer’s calculations under Section 2.(c), they shall notify Buyer within thirty days from the date on which Sellers notified Buyer that it desired to verify such information (“Sellers’ Contingent Price Objections”). (2) If Buyer disagrees with Sellers’ Contingent Price Objections, it shall notify Sellers and the parties shall attempt to resolve the disagreement. If Buyer fails to so notify Sellers in writing within thirty days of the Sellers’ Contingent Price Objections, then Buyer shall be deemed to have accepted the findings set forth in the Sellers’ Contingent Price Objections and Buyer shall have waived all claims to the contrary. If the parties fail to agree on the Sellers’ Contingent Price Objections, Buyer shall pay the undisputed portion of Sellers’ Contingent Price Objections within 75 days after the end of the applicable Counting Year and the remainder of such disagreement shall be resolved in accordance with the principles set forth in Section 12. (3) Each such audit shall be at Sellers’ expense; provided, that if it is finally determined Buyer has breached its payment obligation by an amount in excess of $50,000 under Section 2.(c), then Buyer shall pay the reasonable costs of such audit. (4) If Buyer agrees with Sellers’ Contingent Price Objections or the findings of the audit has been confirmed under Section 12, Buyer shall pay within ten business days the due amount pursuant to Section 2.(c).
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Related to Sellers Review of Calculation

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  • Previously Reviewed Receivable; Duplicative Tests If any Review Receivable was included in a prior Review, the Asset Representations Reviewer will not conduct additional Tests on such Review Receivable, but will include the previously reported Test results in the Review Report for the current Review. If the same Test is required for more than one representation and warranty, the Asset Representations Reviewer will only perform the Test once for each Review Receivable, but will report the results of the Test for each applicable representation and warranty on the Review Report.

  • Claims Review Report The IRO shall prepare a Claims Review Report as described in this Appendix for each Claims Review performed. The following information shall be included in the Claims Review Report for each Discovery Sample and Full Sample (if applicable).

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Servicer Compliance Statement On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver to the Owner and any Depositor a statement of compliance addressed to the Owner and such Depositor and signed by an authorized officer of the Servicer, to the effect that (i) a review of the Servicer’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement and any applicable Reconstitution Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement and any applicable Reconstitution Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof.

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