Independent Accounting. Upon the written request of Xxxxxxxx and not more than once in each calendar year, Ixsys shall permit an independent certified public accounting firm of nationally recognized standing selected by Xxxxxxxx and reasonably acceptable to Ixsys, at Xxxxxxxx’x expense, to have access during normal business hours to such of the records of Ixsys as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Xxxxxxxx only whether the records are correct or not and the specific details concerning any discrepancies. No other information shall be shared.
Independent Accounting. If for any year of the term (a) IDOR fails to provide the City with a triannual report or (b) FCAR contests the accuracy of the triannual report or (c) FCAR contests the actual amount of Dealership Sales Tax Revenue received by the City or the Tax Rebates due FCAR, FCAR will furnish to the City an audit prepared by its accountants or auditors confirming that accountant's or auditors' calculation of the Dealership Sales Tax Revenue to be rebated as Tax Rebates according to this Agreement (the "Report"). In the Report, the accountant or auditor must confirm that in preparing the Report, the accountant or auditor has reviewed paper or electronic copies of any and all Illinois sales tax returns and any amended Illinois sales tax returns for any quarterly period for which FCAR or its successors is requesting reimbursement. The City may, at its own cost and expense, engage an independent auditor or accountant to review the Report and supporting documents relied on by FCAR's accountant or auditor, but the City's auditor or accountant shall not be entitled to disclose to the City sales tax transaction returns or other personal information regarding any individual customer. To the extent permitted by law, the City shall maintain the confidentiality of the information contained in the Report, but shall be permitted to disclose such information and documents on a confidential need-to-know basis to employees and consultants as the City reasonably requires to monitor compliance and audit this Agreement. Not later than sixty (60) days following delivery to the City of the Report, and conditioned on the City's actual receipt from the State of Dealership Sales Tax Revenue specified as payable to FCAR in the Report, the City will pay to FCAR any Tax Rebate due and unpaid to FCAR at such address and to such account as FCAR shall elect by notice to the City.
Independent Accounting. Firm Section 5.2.2 Kos Preamble Large Wholesalers Section 1.61 Material Breach Section 9.2.1 Milestones Section 5.9
Independent Accounting. Upon the written request of Kaufxxxx xxx not more than once in each calendar year, Ixsys shall permit an independent certified * CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION. public accounting firm of nationally recognized standing selected by Kaufxxxx xxx reasonably acceptable to Ixsys, at Kaufxxxx'x xxxense, to have access during normal business hours to such of the records of Ixsys as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than twenty-four (24) months prior to the date of such request. The accounting firm shall disclose to Kaufxxxx xxxy whether the records are correct or not and the specific details concerning any discrepancies. No other information shall be shared.
Independent Accounting. Firm Section 1.03 Intellectual Property Section 2.24 Interim Balance Sheet Section 2.11 ITOCHU Preamble TVI Preamble ITVSF Preamble List of Defined Terms Section
Independent Accounting. If Buyer and Seller are unable to reach a Closing Division Net Tangible Asset Value Resolution during the 30 day period following the delivery of a Notice of Disagreement pursuant to Subsection 2(d)(iv), Buyer and Seller shall promptly thereafter cause independent accountants reasonably satisfactory to Buyer and Seller (the "Independent Accountants") to review the disputed items or amounts for the sole purpose of calculating the Closing Division Net Tangible Asset Value and for the sole purpose of determining whether there should be an adjustment to the Purchase Price based on the Closing Division Net Tangible Asset Value (the "Independent Accountants' Closing Division Net Tangible Asset Value Analysis"). In calculating the Independent Accountants' Closing Division Net Tangible Asset Value Analysis, such Independent Accountants shall consider only those items or amounts in the calculation of Closing Division Net Tangible Asset Value as to which Buyer and Seller have disagreed. Such Independent Accountants shall deliver to Buyer and Seller, as promptly as practicable (and in any event within 30 days following the delivery of the Notice of Disagreement to Seller), a report that explains any discrepancies and sets forth the Independent Accountants' calculation of the Closing Division Net Tangible Asset Value. Such report and the calculations set forth therein shall be final and binding upon Buyer, Seller and their respective Affiliates and shall not be subject to challenge in a court of law or otherwise. The cost of such review and report shall be borne equally by the Buyer and the Seller.
Independent Accounting. The Buyer and the Seller agree that if they are unable to agree as to the amount of the cash on hand at the Branch to be transferred to the Buyer hereunder, the amount of the Liabilities to be assumed by the Buyer pursuant hereto, the amount of the Deposit Transfer, and/or the Deposit Premium, then each of the Buyer and the Seller shall prepare in good faith and execute and deliver to the other a certificate setting forth the amount of such Liabilities, the amount of such cash on hand at the Branch and the Deposit Transfer and Deposit Premium, and the Closing shall be postponed to the seventh (7th) day next following the Closing Date specified in section 7.1 hereof, subject to the terms and conditions of this Agreement (the "Postponed Closing Date"). The Buyer and the Seller hereby agree to appoint the accounting firm of Grant Thornton (the
Independent Accounting. Firm Section 2.03(a) Intellectual Property Rights Section 3.09 Inventory Section 2.01(a)(iii) Last Bulk Cost Section 2.03(a) Losses Section 7.02(a) Material Contracts Section 3.12 Multiemployer Plan Section 3.13(b) Multiple Employer Plan Section 3.13(b) Plans Section 3.13(a) Purchase Price Section 2.03(a) Retained Liabilities Section 2.02(b) Schedule of Exceptions Introduction to Article III Seller's Accountants Section 2.03(b)(i) Xxxxx Agreement Section 2.02(a) Trade Accounts Receivable Section 2.03(b)(i)
Independent Accounting. Firm Section 2.1(e) Intellectual Property Section 3.10(a) IRS Section 3.14(b)
Independent Accounting. The Buyer and the Seller agree that if they are unable to agree as to the amount of the Cash on hand at the Branch to be transferred to the Buyer hereunder, the amount of the Liabilities to be assumed by the Buyer pursuant hereto, the amount of the Deposit Transfer, and/or the Deposit Premium, then each of the Buyer and the Seller shall prepare in good faith and execute and deliver to the other a certificate setting forth the amount of such Liabilities, the amount of such Cash on hand at the Branch and the Deposit Transfer and Deposit Premium, and the Closing shall be postponed to the seventh (7th) day next following the Closing Date specified in Section 7.1 hereof, subject to the terms and conditions of this Agreement (the “Postponed Closing Date”). The Buyer and the Seller hereby agree to appoint the accounting firm of McGladrey & Pxxxxx, LLP (the “Accountants”) or, in the event that the Accountants decline to accept such appointment, a single independent accounting firm as selected by agreement of the Buyer and Seller (the Accountants or such other accounting firm referred to herein below as the “Independent Accountants”) such that, during such seven (7) day postponement, the Independent Accountants shall determine (the “Independent Determination”) the amount of the Cash on hand at the Branch to be transferred to the Buyer hereunder, the amount of the Liabilities to be assumed by the Buyer pursuant hereto and the Deposit Transfer and Deposit Premium, in accordance with Section 3.1 hereof and Schedule I attached hereto, based upon the books and records maintained by the Seller with respect to the Branch in the ordinary and regular course of its business. The Seller shall provide to the Independent Accountants access to the books, records and affairs of the Seller and the Branch in the same manner as specified in Section 5.2.1 hereof, in connection with the Independent Determination. The Independent Accountants shall, on the day next preceding the Postponed Closing Date, deliver to each of the Buyer and the Seller a report stating the Independent Accountants’ determination of the amount of such Cash on hand at the Branch, the amount of such Liabilities and the amount of the Deposit Transfer and Deposit Premium on such day. The Independent Determination shall be final, binding and conclusive on the Buyer and the Seller with respect to the aggregate amount of the Liabilities to be assumed by the Buyer pursuant hereto, the amount of Cash on hand at the Branc...
