Carve-Out Audit definition

Carve-Out Audit means the preparation of the audited financial statements for the Business as of and for the years that, pursuant to Rule 3-05(b) of Regulation S-X under the Securities Act of 1933, as amended, RBC Parent will be required to file with the Securities and Exchange Commission on Form 8-K as a result of the transactions contemplated by this Agreement.
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Carve-Out Audit has the meaning specified in Section 3.6.1.
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Carve-Out Audit has the meaning set forth in Section 7.8.
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Examples of Carve-Out Audit in a sentence

  • In consideration of LCC’s agreements hereunder, Seller agrees that the provisions of Section 3.6 of the Asset Purchase Agreement requiring LCC to reimburse Seller for the expenses associated with a Carve-Out Audit (as defined in the Asset Purchase Agreement) are of no further force and effect and Seller shall pay to LCC any amounts advanced by LCC with respect to these expenses.

  • Seller represents and warrants that it is unaware of any facts or circumstances that would reasonably be expected to preclude the ability of Buyer to perform the Carve-Out Audit.

  • In the event that the Carve-Out Audit is terminated by Seller prior to completion and Seller receives any refund for fees that have been (a) invoiced and paid by Seller to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in connection with the Carve-Out Audit and (b) reimbursed by Purchaser in accordance with this Section 3.6.2 (a “Refund Amount”), then Seller shall promptly reimburse Purchaser for any such Refund Amount.

  • For the avoidance of doubt, Buyer shall be solely responsible for the fees of its auditor (including, if applicable, any auditor engaged by Buyer pursuant to the immediately preceding sentence) incurred with respect to the Carve-Out Audit.

  • Seller and Purchaser (a) have obtained a budgetary estimate from G▇▇▇▇ ▇▇▇▇▇▇▇▇ for the performance of the Carve-Out Audit prior to the commencement of the Carve-Out Audit (the “Budget Estimate”) and (b) will cooperate fully with each other in maintaining expenditures for the Carve-Out Audit within the Budget Estimate.

  • Seller agrees to fully cooperate and assist Buyer and Buyer’s auditors in the event Buyer reasonably believes that it is necessary to perform a Carve-Out Audit.

  • Seller shall use its reasonable best efforts to seek the Refund Amount from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as promptly as possible following termination of the Carve-Out Audit.

  • Purchaser shall reimburse Seller within ten (10) days of receipt of detailed invoices for all actual and direct incremental costs attributable solely to the Carve-Out Audit incurred by Seller to G▇▇▇▇ ▇▇▇▇▇▇▇▇ in connection with the Carve-Out Audit.

  • Seller agrees to provide Buyer with an opportunity to review and comment on the drafts of each Carve-Out Audit, the form and substance of which shall be reasonably acceptable to Buyer.

  • Seller and Purchaser (a) have obtained a budgetary estimate from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for the performance of the Carve-Out Audit prior to the commencement of the Carve-Out Audit (the “Budget Estimate”) and (b) will cooperate fully with each other in maintaining expenditures for the Carve-Out Audit within the Budget Estimate.