Examination of Proposed Closing Statement Sample Clauses

Examination of Proposed Closing Statement. The Seller shall review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and of the Purchaser’s calculation of the Net Working Capital. From and after the date of the Seller’s receipt of the Proposed Closing Statement until the determination of the “Final Closing Statement” (as hereinafter defined), the Purchaser shall provide the Seller and its representatives reasonable access, not unreasonably interfering with the operations of the Company Group, during normal business hours, to the personnel, properties, books and records of the Company Group. If the Seller fails to give the Purchaser written notice of any disputed amounts within thirty (30) days after the Seller receives the Proposed Closing Statement (the “Review Period”), then the Proposed Closing Statement shall become the Final Closing Statement for purposes hereof. If the Seller gives the Purchaser written notice of any disputed items within the Review Period, the Purchaser and the Seller shall attempt in good faith to agree on any adjustments that should be made to the Proposed Closing Statement. The written notice delivered by the Seller to the Purchaser under this Section 3.4(e) shall specify in reasonable detail each item on the Proposed Closing Statement that the Seller disputes and a summary of the reasons for such dispute. If the Purchaser and the Seller are unable to resolve any disputed amounts within thirty (30) days after the Seller receives the Proposed Closing Statement, then the Purchaser and the Seller shall engage the Houston, Texas office of KPMG LLP (the “Audit Firm”) to resolve any such disputed matters. The Audit Firm shall make its determination regarding any disputed amounts by calculating such amounts in a manner consistent with GAAP as applied by the Company Group in the preparation of the Audited Financial Statements and the definitions of the components of Net Working Capital included in this Agreement. In connection with making the determination of the Net Working Capital, in the event that there is a conflict or an inconsistency between required GAAP principles and the past practice of the Company Group, then the GAAP methodology shall control. If issues are submitted to the Audit Firm for resolution, the Seller and the Purchaser shall furnish or cause to be furnished to the Audit Firm such work papers and other documents and information relating to the disputed issues as the Audit Firm may reasonably request and are available to...
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Examination of Proposed Closing Statement. Purchaser shall have thirty (30) days following their receipt of the Proposed Closing Statement (the “Review Period”) to review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and Sellers’ calculation of the Net Working Capital set forth therein. From and after the date of Pxxxxxxxx’s receipt of the Proposed Closing Statement until the determination of the Final Closing
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Examination of Proposed Closing Statement. Purchaser shall have thirty (30) days following their receipt of the Proposed Closing Statement (the "Review Period") to review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and Sellers’ calculation of the Net Working Capital set forth therein. From and after the date of Purchaser's receipt of the Proposed Closing Statement until the determination of the Final Closing Statement, Sellers shall provide Purchaser and its representatives access, not unreasonably interfering with the operations of Sellers, during normal business hours, to the relevant books and records of Sellers, the personnel of, and work papers prepared by, Sellers and/or their accountants to the extent reasonably necessary for Purchaser to substantiate Sellers’ calculation of the Net Working Capital set forth in the Proposed Closing Statement. If Purchasers fail to give Sellers written notice of any disputed amounts prior to the expiration of the Review Period, then the Proposed Closing Statement shall become the Final Closing Statement for purposes hereof on the date that such Review Period expires. If Purchaser gives Sellers written notice of any calculations set forth in the Proposed Closing Statement that Purchaser disputes in good faith on or before the expiration of the Review Period (the "W.C.
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Examination of Proposed Closing Statement. Seller shall review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and
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Related to Examination of Proposed Closing Statement

  • Annual Independent Public Accountants' Servicing Statement; Financial Statements On or before 120 days after the end of the Master Servicer's fiscal year, commencing with its 2002 fiscal year, the Master Servicer at its expense shall cause a nationally or regionally recognized firm of independent public accountants (who may also render other services to the Master Servicer, the Seller or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Depositor to the effect that such firm has examined certain documents and records relating to the servicing of the Mortgage Loans under this Agreement or of mortgage loans under pooling and servicing agreements substantially similar to this Agreement (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby) and that, on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and FHLMC, such servicing has been conducted in compliance with such pooling and servicing agreements except for such significant exceptions or errors in records that, in the opinion of such firm, the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and FHLMC requires it to report. In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FNMA and FHLMC (rendered within one year of such statement) of independent public accountants with respect to the related Subservicer. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Master Servicer's expense, provided that such statement is delivered by the Master Servicer to the Trustee.

  • Annual Statement of Compliance The Officer’s Certificate required to be delivered by the Issuing Entity, pursuant to Section 3.9 of the Indenture or the Officer’s Certificate required to be delivered by the Servicer pursuant to Section 4.01(a) of the Servicing Agreement, as applicable.

  • Opinion and 10b-5 Statement of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Property Inspections; Collection of Financial Statements; Delivery of Certain Reports (a) The Special Servicer shall perform or cause to be performed a physical inspection of the Mortgaged Property securing a Serviced Mortgage Loan as soon as practicable after such Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Mortgage Loan, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. In addition, the Special Servicer shall perform or cause to be performed a physical inspection of each of the Administered REO Properties at least once per calendar year, the cost of which shall be paid by the Master Servicer, at the direction of the Special Servicer, and shall be reimbursable as a Servicing Advance. Beginning in 2008, the Master Servicer shall at its expense perform or cause to be performed a physical inspection of each Mortgaged Property securing a Performing Serviced Mortgage Loan: (i) at least once every two calendar years in the case of Mortgaged Properties securing Performing Serviced Mortgage Loans that have outstanding principal balances of (or Mortgaged Properties having allocated loan amounts of) $2,000,000 or less; and (ii) at least once every calendar year in the case of all other such Mortgaged Properties; provided that, the Master Servicer will not be required to perform or cause to be performed an inspection on a Mortgaged Property if such Mortgaged Property has been inspected by the Master Servicer or the Special Servicer in the preceding six (6) months. The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to the Trustee, the related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) and each other a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware, (ii) any change in the condition or value of the Mortgaged Property that the Master Servicer or the Special Servicer, as applicable, in its reasonable, good faith judgment, considers material, or (iii) any waste committed on the Mortgaged Property. The Master Servicer and Special Servicer shall each forward copies of any such inspection reports prepared by it to the Underwriters, the Controlling Class Representative and the Serviced Non-Trust Noteholders, upon request, subject to payment of a reasonable fee. The Special Servicer, in the case of each Specially Serviced Mortgage Loan and each REO Mortgage Loan that relates to an Administered REO Property, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall each, consistent with the Servicing Standard, use reasonable efforts to obtain quarterly, annual and other periodic operating statements and rent rolls with respect to each of the related Mortgaged Properties and REO Properties. The Special Servicer shall, promptly following receipt, deliver copies of the operating statements and rent rolls received or obtained by it to the Master Servicer. The Master Servicer shall promptly deliver copies of the operating statements and rent rolls received or obtained by it (including pursuant to the preceding sentence) to the Trustee, the Special Servicer, any related Serviced Non-Trust Mortgage Loan Noteholder(s) (if the subject Mortgaged Property secures a Serviced Loan Combination) or any Controlling Class Certificateholder, in each case upon request. Within 30 days after receipt by the Master Servicer or Special Servicer, as applicable, of any annual operating statements with respect to any Mortgaged Property (other than a Mortgaged Property that secures an Outside Serviced Loan Combination) or Administered REO Property, the Master Servicer (with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan) and the Special Servicer (with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property) shall prepare or update and forward to the Trustee a CMSA NOI Adjustment Worksheet for such Mortgaged Property or Administered REO Property (with, upon request, the annual operating statements attached thereto as an exhibit). The Master Servicer, with respect to a Mortgaged Property that secures a Performing Serviced Mortgage Loan, and the Special Servicer, with respect to a Mortgaged Property that secures a Specially Serviced Mortgage Loan or with respect to an Administered REO Property, shall prepare and maintain one CMSA Operating Statement Analysis Report for each such Mortgaged Property and Administered REO Property. The CMSA Operating Statement Analysis Report for each such Mortgaged Property and REO Property is to be updated by the Master Servicer or Special Servicer, as applicable, within 30 days after its receipt of updated operating statements for a Mortgaged Property or REO Property, as the case may be. The Master Servicer or Special Servicer, as applicable, shall use the "Normalized" column from the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update and normalize the corresponding annual year-end information in the CMSA Operating Statement Analysis Report and shall use any annual operating statements and related data fields received with respect to any Mortgaged Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property. Copies of CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment Worksheets (as well as any comparable items received with respect to an Outside Serviced Trust Mortgage Loan or any related REO Property) are to be forwarded by the Master Servicer or the Special Servicer, as applicable, to each other, the Trustee and any Controlling Class Certificateholder, in each case upon request.

  • Field Examination The Administrative Agent or its designee shall have conducted a field examination of the Loan Parties’ Accounts, Inventory and related working capital matters and of the Borrower’s related data processing and other systems, the results of which shall be satisfactory to the Administrative Agent in its sole discretion.

  • Opinion and 10b-5 Statement of Counsel for the Underwriter The Underwriter shall have received on and as of the Closing Date an opinion and 10b-5 statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriter, with respect to such matters as the Underwriter may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Field Audit and Examination Reports; Disclaimer by Lenders By signing this Agreement, each Lender:

  • Conclusiveness of Statements; Survival of Provisions Determinations and statements of any Lender pursuant to Sections 8.1, 8.2, 8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 8.1 and 8.4, and the provisions of such Sections shall survive repayment of the Obligations, cancellation of any Notes, expiration or termination of the Letters of Credit and termination of this Agreement.

  • Opinion and 10b-5 Statement of Counsel for the Initial Purchasers The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW 3.1 Seller shall (i) deliver to Purchaser on or before the Closing Date a diskette acceptable to Purchaser that contains such information about the Mortgage Loans as may be reasonably requested by Purchaser, (ii) deliver to Purchaser on or before the Closing Date investor files (collectively the “Collateral Information”) with respect to the Mortgage Loans proposed to be included in the Issuing Entity and made available at Purchaser’s headquarters in New York, and (iii) otherwise cooperate fully with Purchaser in its examination of the credit files, underwriting documentation and Mortgage Files for the Mortgage Loans and its due diligence review of the Mortgage Loans. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the credit files, underwriting documentation or Mortgage Files for the Mortgage Loans shall not affect the right of Purchaser or the Trustee to cause Seller to cure any Material Defect, or to repurchase or replace the defective Mortgage Loans pursuant to Section 5 hereof.

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