AUP Audit Sample Clauses

AUP Audit. The Issuer shall engage an accounting firm of nationally recognized standing reasonably acceptable to the Noteholders to perform an agreed upon procedures audit (an “AUP”) for purposes of confirming the calculations included in the Manager Reports for each Payment Date, an agreed upon sample of Manager Reports for each consecutive twelve (12) month period, with the first such period commencing on January 1, 2026, and ending on the Payment Date occurring in December 2026. The Issuer shall furnish to the Indenture Trustee (who shall make the same available to the Holders, subject to any restrictions imposed by such accounting firm) copies of such AUP within one hundred twenty (120) days after the end of each calendar year. In the event such accounting firm requires the Indenture Trustee to agree to the procedures to be performed by such firm in the report required to be prepared pursuant to this Section 7.02(iii) and to agree that it will not disclose the report to any Person (including the Noteholders), the Issuer 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 Issuer, and the Indenture Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee shall not be liable for any claims, liabilities or expenses related to such accounting firm’s engagement or any report issued in connection with such engagement, and dissemination of any such report is subject to the consent of such accounting firm
View Source

Related to AUP Audit

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • NOW, THEREFORE the parties hereto agree as follows: