USAP Alternative Sample Clauses

USAP Alternative. Notwithstanding subsection (c)(iv), with respect to each year in respect of which both (a) the Trust is not required to file reports with the Commission under the Exchange Act and (b) if the Primary Servicer services hereunder any Serviced Non-Pooled Pari Passu Companion Loan held by a trust fund formed in connection with an Other Securitization, such trust fund is not required to file reports with the Commission under the Exchange Act, the Primary Servicer (but only with the consent of the Master Servicer, which consent may be withheld in the sole discretion of the Master Servicer) will be entitled at its option, at its expense, in lieu of delivering or causing to be delivered a report regarding assessment of compliance with servicing criteria otherwise required to be delivered under subsection (c)(iv)(A) and a related attestation report of a registered public accounting firm otherwise required to be delivered under subsection (c)(iv)(B), to cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to render and to deliver (which delivery shall be made not later than the date when such report on an assessment of compliance and such attestation report would have been required to be delivered) a statement to the Master Servicer, the Trustee, the Certificate Administrator, the Depositor, the Underwriters, the Controlling Class Representative and (only if the Primary Servicer is servicing hereunder a Serviced Mortgage Loan Group) the respective Serviced Non-Pooled Mortgage Loan Noteholder(s), to the effect that such firm has examined the servicing operations of the Primary Servicer for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the Primary Servicer has complied during such previous calendar year with the minimum servicing standards (to the extent applicable to commercial and multifamily mortgage loans) identified in USAP in all material respects, except for such significant exceptions or errors in records that, in the opinion of such firm, USAP requires it to report. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (render...
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USAP Alternative. Notwithstanding any contrary provision of Section 11.12 and Section 11.13, with respect to each year in respect of which both (a) the Trust is not required to file reports with the Commission under the Exchange Act and (b) if such Person is the applicable Master Servicer, the applicable Primary Servicer or the applicable Special Servicer for any Serviced Non-Pooled Pari Passu Companion Loan held by a trust fund formed in connection with an Other Securitization, such trust fund is not required to file reports with the Commission under the Exchange Act, each Master Servicer, each
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Related to USAP Alternative

  • Alternative Warning ▇▇▇▇▇▇▇ may, but is not required to, use the alternative short-form warning as set forth in this § 2.3(b) (“Alternative Warning”) as follows: WARNING: Cancer and Reproductive Harm - ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇▇.

  • Leasing or Alternative Financing Methods The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Where the terms and conditions are not otherwise prescribed in an applicable Participating Addendum, the terms and conditions for leasing or alternative financing methods are subject to negotiation between the Contractor and Purchasing Entity.

  • Alternative The provisions of Paragraph 5 will apply.

  • Alternatively You may use an offline activation code that You can download in Your JetBrains Account. If you use this option, it is Your responsibility to download a new activation code and apply it to the Product registration screen every time you make changes to the Toolbox Subscription or whenever a Toolbox Subscription is renewed.

  • Alternative Proposals Prior to the Effective Date, the Company agrees (a) that neither it nor any of its Subsidiaries shall, and it and they shall direct and use its and their best efforts to cause its and their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company or any of its Subsidiaries (any such proposal or offer made prior to the termination of this Agreement (and any subsequent amended proposal or offer made by the same or an affiliated party) being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 8.9; and (c) that it will notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, it; provided, however, that nothing contained in this Section 8.9 shall prohibit the Board of Directors of the Company from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes or proposes to make an unsolicited bona fide proposal to acquire the Company pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of assets, business combination or other similar transaction, if, and only to the extent that, (A) the Board of Directors of the Company determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written 37 43 notice to Parent to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity and (C) the Company keeps Parent promptly informed of the status and all material terms and conditions of any such discussions or negotiations (including identities of parties); and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 8.9 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article X hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal), or (z) affect any other obligation of the Company under this Agreement.