Independent Review. Contractor shall provide the Secretary of ADS/CIO an independent expert review of any Agency recommendation for any information technology activity when its total cost is $1,000,000.00 or greater or when CIO requires one. The State has identified two sub-categories for Independent Reviews, Standard and Complex. The State will identify in the SOW RFP the sub-category they are seeking. State shall not consider bids greater than the maximum value indicated below for this category. Standard Independent Review $25,000 Maximum Complex Independent Review $50,000 Maximum Per Vermont statute 3 V.S.A. 2222, The Secretary of Administration shall obtain independent expert review of any recommendation for any information technology initiated after July 1, 1996, as information technology activity is defined by subdivision (a) (10), when its total cost is $1,000,000 or greater or when required by the State Chief Information Officer. Documentation of this independent review shall be included when plans are submitted for review pursuant to subdivisions (a)(9) and (10) of this section. The independent review shall include: • An acquisition cost assessment • A technology architecture review • An implementation plan assessment • A cost analysis and model for benefit analysis • A procurement negotiation advisory services contract • An impact analysis on net operating costs for the agency carrying out the activity In addition, from time to time special reviews of the advisability and feasibility of certain types of IT strategies may be required. Following are Requirements and Capabilities for this Service: • Identify acquisition and lifecycle costs; • Assess wide area network (WAN) and/or local area network (LAN) impact; • Assess risks and/or review technical risk assessments of an IT project including security, data classification(s), subsystem designs, architectures, and computer systems in terms of their impact on costs, benefits, schedule and technical performance; • Assess, evaluate and critically review implementation plans, e.g.: • Adequacy of support for conversion and implementation activities • Adequacy of department and partner staff to provide Project Management • Adequacy of planned testing procedures • Acceptance/readiness of staff • Schedule soundness • Adequacy of training pre and post project • Assess proposed technical architecture to validate conformance to the State’s “strategic direction.” • Insure system use toolsets and strategies are consistent with Stat...
Independent Review. The Parties have had the opportunity to obtain, and have obtained, independent legal or other professional advice with regard to this Agreement, including tax and retirement consequences. The Parties acknowledge that the terms of this Agreement have been read and fully explained and that those terms are fully understood and voluntarily accepted.
Independent Review. In the event Seller provides Buyer with a Notice of Disagreement and the parties have not resolved such disagreement within thirty (30) days after the date of delivery of the Notice of Disagreement, the parties shall submit to an Independent Auditor such Estimated Statement of Net Working Capital, the proposed Final Statement of Net Working Capital and computation of the proposed Final Net Working Capital Adjustment, Schedule 1.6(a), the Notice of Disagreement, and any other documents or information which the parties deem, or the Independent Auditor deems, pertinent in order to make a final and binding determination of any issues as to which the parties are in disagreement. The Independent Auditor shall advise the parties of its decision relative to the controversy within sixty (60) days (or as soon as practicable) after its receipt of the applicable statements and other documents or information which it has requested and at such time the Final Net Working Capital Adjustment as determined by the Independent Accountant shall be deemed final. Such firm shall be acting as an arbitrator and not as an auditor and shall decide only those issues as to which the parties are not in agreement. The fees and expenses of the Independent Auditor shall be equally apportioned between the Buyer and the Seller.
Independent Review. Each party hereto declares and represents that in entering into this Agreement it has relied and is relying solely upon its own judgment, belief and knowledge of the nature, extent, effect and consequence relating thereto. Each party further declares and represents that this Agreement is being made without reliance upon any statement or representation not contained herein of any other party, or any representative, agent or attorney of any other party.
Independent Review. The LFA and Franchisee each acknowledge that they have received independent legal advice in entering into this Agreement. In the event that a dispute arises over the meaning or application of any term(s) of this Agreement, such term(s) shall not be construed by the reference to any doctrine calling for ambiguities to be construed against the drafter of the Agreement.
Independent Review. Employee has carefully reviewed this Agreement and has been given the opportunity to consult with independent legal counsel and tax, financial and business advisors regarding Employee’s rights and obligations under this Agreement, and has consulted with such independent legal counsel and/or tax, financial and business advisors regarding this Agreement (or after carefully reviewing this Agreement has freely decided not to consult with such counsel or advisors), fully understands the terms and conditions contained in this Agreement, intends for the terms of this Agreement to be binding on and enforceable against Employee, and has entered into this Agreement voluntarily. Employee has had the opportunity to ask questions and receive answers concerning the terms and conditions of this Agreement and has had full access to such other information concerning this Agreement as Employee has requested.
Independent Review. Buyer has conducted its own independent review and analysis of the Business and its condition, cash flow and prospects, and acknowledges that Buyer has been provided access to the properties, premises and records of the Business for this purpose, including to certain projections, including projected statements of operating revenues and income from operations of the Business and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that Buyer is taking full responsibility for its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. EXCEPT AS SET FORTH IN ARTICLE III, none of HD Supply, its affiliates or any of their respective directors, officers, equityholders, members, partners, employees, controlling Persons, agents, advisors or Representatives makes or has made any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of any of the information set forth in management presentations relating to the acquired Companies made available to buyer, its Affiliates or its Representatives, in materials made available in any “data room” (virtual or otherwise), including any cost estimates delivered or made available, in financial projections or other projections, in presentations by the management of the acquired Companies, in “break-out” discussions, in responses to questions submitted by or on behalf of buyer, its Affiliates or its Representatives, whether orally or in writing, in materials prepared by or on behalf of the acquired Companies, or in any other form, or the pro-forma financial information, projections or other forward-looking statements of any acquired Company, in each case in expectation or furtherance of the transactions contemplated by this Agreement. Buyer is knowledgeable about the industries in which the Business operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. In entering into this Agreement, Buyer has relied exclusively upon its own investigation and analysis and the representations and warranti...
Independent Review. Guarantor has executed this Surety Agreement after conducting its own independent review and analysis of the financial condition and operations of Borrower, and Guarantor has not relied upon any representation, statement or information of or from Bank in connection with the same.
Independent Review. (a) The Borrower Security Trustee shall be entitled but shall not be obliged to commission an Independent Review of the businesses of the Security Group once in any 12 month period to be undertaken on the timetable stipulated by the Borrower Security Trustee and the cost of which shall be met by the Security Group. The Independent Review will be conducted by a technical or other appropriate expert appointed (at the cost of the Obligors) by the Borrower Security Trustee acting pursuant to a BSC Instruction Notice given in accordance with the STID.