Review by Seller. Seller shall have 45 calendar days after the delivery to Seller of the Closing Date Balance Sheet and the Closing Working Capital Statement (the “Seller Review Period”) in which to notify Purchaser in writing (the “Seller Objection Notice”) of any good faith disagreement with the Closing Date Balance Sheet and/or the Closing Working Capital Statement, setting forth in reasonable detail (i) the items or amounts with which Seller disagrees and the basis for such disagreement and (ii) Seller’s proposed adjustments to the Closing Date Balance Sheet and/or the Closing Working Capital Statement (collectively, the “Seller Objection”). The timely delivery of a Seller Objection Notice notwithstanding, Purchaser, on the one hand, or Seller on the other hand, as applicable, shall make any and all payments as to amounts not in dispute in accordance with Section 1.4(f) prior to the resolution of the Seller Objection pursuant to Section 1.4(c). If Seller does not deliver a Seller Objection Notice within the Seller Review Period, Seller shall be deemed to agree in all respects with the Closing Date Balance Sheet and the Closing Working Capital Statement and the items and amounts reflected thereon shall be final and binding upon Purchaser and Seller.
Review by Seller. Following receipt of the Closing Balance Sheet, Seller shall have a period of sixty (60) days to review the proposed Closing Balance Sheet. During such period, Purchaser shall make available its accounting staff and its internal auditors to respond to any questions of Seller relating to the proposed Closing Balance Sheet and will furnish to Seller such workpapers and other documents and information relating to the Closing Balance Sheet as Seller may request and are available to Purchaser or its Affiliates. At or before the end of such sixty (60) day period, Seller will either: (i) accept the proposed Closing Balance Sheet entirely, in which case the final Purchase Price Adjustment will be computed using the Closing Balance Sheet; or (ii) deliver to Purchaser notice and an explanation of those items in the proposed Closing Balance Sheet that Seller disputes, in which case the aggregate amounts not affected by the disputed items will be deemed to be as set forth on the proposed Closing Balance Sheet. After the end of such sixty (60) day period, Seller may not introduce additional disagreements with respect to any item in the Closing Balance Sheet or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by Seller and will be final and binding upon the Parties. Similarly, a disagreement by Seller does not provide any right to Purchaser to introduce any changes to the Closing Balance Sheet not directly related to the disputed item. If Seller delivers the notice referred to in (ii) above, then within a period of sixty (60) days from the date of such delivery, the Parties will attempt to resolve in good faith any disputed items, and the Purchase Price Adjustment will be computed using the Closing Balance Sheet produced through such resolution. Failing such resolution, the unresolved disputed items will be referred for final binding resolution to a nationally recognized firm of certified public accountants other than Ernst & Young LLP, mutually agreed upon by Seller and Purchaser (the “Accountants”). If issues in dispute are submitted to the Accountants for resolution, (x) each Party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that Party or its Affiliates (or an independent public accounting firm hired by such Party), and will be afforded the opportunity to present to the Accountants any mater...
Review by Seller. Promptly following receipt of Buyer’s Report, Seller shall review the same and, as promptly as practicable, but in any event not later than 30 days thereafter, may deliver to Buyer its objections, if any, to Buyer’s Report together with a summary of the reasons therefor and calculations supporting such adjustments that, in its view, are necessary to eliminate such objections. In the event Seller does not so object within such 30 day period, the Change in Net Equity set forth in Buyer’s Report shall be final and binding as the Change in Net Equity. In the event Seller so objects within such thirty day period, Buyer and Seller shall endeavor to resolve by written agreement (the “Agreed Adjustments”) any differences as to the Change in Net Equity and, in the event Seller and Buyer so resolve any such differences, the Change in Net Equity set forth in the Buyer’s Report as adjusted by the Agreed Adjustments shall be final and binding as the Change in Net Equity.
Review by Seller. Following receipt of the Closing Balance Sheet, Seller will be afforded a period of 30 days to review the Closing Balance Sheet, during which period Seller and its advisors shall have the right to inspect the work papers generated by Buyer in preparation of the Closing Balance Sheet. At or before the end of such 30-day period, Seller will either (i) accept the Closing Balance Sheet in its entirety, in which case the Closing Net Receivables will be as stated in the Closing Balance Sheet, or (ii) deliver to Buyer written notice and a written explanation of those items in the Closing Balance Sheet which Seller disputes, in which case the items identified by Seller shall be deemed to be in dispute. Upon delivery by Seller of such notice of dispute, the appropriate party shall make payment of the amount of the Receivables Adjustment (as defined below) which is not in dispute. Within a further period of 30 days from the end of the aforementioned review period, the parties and their accountants will attempt to resolve in good faith any disputed items. Failing such resolution, the unresolved disputed items will be referred for final binding resolution to Ernst & Young, a nationally-recognized firm of certified public accountants. In such event the Closing Net Receivables will be deemed to be as determined by such firm in accordance with the aforementioned accounting principles within 30 days of such reference. The decision of such firm will be nonappealable and incontestable by the parties and will not be subject to collateral attack for any reason.
Review by Seller. In the event that Xxxxx shall deliver the Accounting Report to Seller, promptly following receipt of the Accounting Report Seller shall review the same and, as promptly as practicable, but in any event not later than 30 days thereafter, shall deliver to Buyer either (i) a written notice stating that the Accounting Report and the Audited Adjustment Amount are accepted by Seller, or (ii) a certificate signed by Seller's chief financial officer setting forth Seller's objections to the Accounting Report together with a summary of the reasons therefor and calculations supporting such adjustments that, in its view, are necessary to eliminate such objections. In the event Seller delivers to Buyer such a written notice stating that the Accounting Report and the Audited Adjustment Amount are accepted by Seller or does not deliver such a certificate of objection within such 30-day period, the Audited Adjustment Amount set forth in the Accounting Report shall, upon the earlier of such delivery or the end of such 30-day period be final and binding as the Adjustment Amount under this Agreement. In the event Seller so objects within such 30-day period, Buyer and Seller shall endeavor to resolve by written agreement (the "Agreed Adjustments") any differences as to the Adjustment Amount and, in the event Buyer and Seller so resolve any such differences, the Audited Adjustment Amount set forth in the Accounting Report, as adjusted by the Agreed Adjustments, shall be final and binding as the Adjustment Amount under this Agreement.
Review by Seller. The Seller must complete its examination and review of the draft Completion Accounts within 30 Business Days after receipt of them (Review Period) and deliver to the Buyer the report contemplated by paragraph 3.2 of this Schedule 5 by the end of the Review Period.
Review by Seller. In light of the Seller's underwriting guidelines, the Seller has reviewed all of the documents constituting each Servicer's Home Loan File and each Indenture Trustee's Home Loan File and has made such inquiries as it deems reasonable under the circumstances to make and confirm the accuracy of the representations set forth herein.
Review by Seller. As soon as practicable, but in any event within thirty (30) days of receipt of the Draft Closing Balance Sheet, Seller shall provide to Buyer a written report indicating its agreement with, or specific, itemized and quantified objections to, the Draft Closing Balance Sheet (“Seller’s Report”). All other items on the Draft Closing Balance Sheet which have not been cited in Seller’s Report shall be deemed accepted by Seller. Failure by Seller to object to the Draft Closing Balance Sheet within such thirty (30) day period shall be deemed to be Seller’s acceptance of the entire Draft Closing Balance Sheet and all items therein.
Review by Seller. (a) The Purchaser must promptly provide the Seller and their advisers with reasonable access to the working papers prepared in connection with the preparation of the Net Working Capital Statement.
Review by Seller. The claim of occurrence of any of the adverse conditions described above in Section 4.1(A) (Safety of Persons and/or Property) or Section 4.1(D) (Facility Problems) shall be subject to verification by Seller. If it is determined that Company did not have a valid reason for disconnecting the Facility, Company shall have no obligation to accept any electric energy which otherwise would have been received from the Facility during such period, and Company shall have no obligation to pay for electric energy which otherwise would have been available or received from the Facility during such period, however, the duration of the period of separation will not be counted against EAF or EFOR or for the purpose of calculating any other performance standard.
