Accounting For Earnout Sample Clauses

Accounting For Earnout. (a) For purposes of determining the Earnout Payments, the Seller and the Buyer shall use the same GAAP accounting methods, practices and principles which the Seller used in connection with preparation of its projections provided to the Buyer during negotiations of this Agreement (which differ from certain non-GAAP accounting methods, practices and principles otherwise used by the Seller historically prior to the date hereof) without (subject to paragraph (b) of this Section 7.5) giving effect to any future changes in either (x) the Seller's post-closing accounting methods, practices or principles or (y) GAAP or any interpretations thereof.
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Related to Accounting For Earnout

  • Annual Accounting Landlord shall maintain true, correct and complete records of the Operating Expenses and Tax Expenses in accordance with sound accounting practices. Within ninety (90) days after the close of each calendar year subsequent to the Base Year, or as soon after such ninety (90) day period as practicable, but in any event within one hundred eighty (180) days after the close of each such calendar year, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. Upon Tenant's request made no later than ninety (90) days after receipt of Landlord's annual statement, Landlord shall promptly deliver to Tenant a copy of the auditor's statement on which Landlord's annual statement is based, and such other information regarding the annual statement as may be reasonably requested by Tenant to ascertain Landlord's compliance with this Paragraph 7. At Landlord's option, Landlord may deliver such auditor's statement to Tenant together with Landlord's annual statement, or otherwise deliver such auditor's statement to Tenant prior to Tenant's request therefor. Landlord's annual statement shall be final and binding upon Landlord and Tenant (except for revisions to take into account any subsequent reassessment affecting the calculation of Tax Expenses included in such statement, which revisions shall be made if at all, within one hundred eighty (180) days after the close of the calendar year in which Landlord receives the revised tax bill) unless, within sixty (60) days after Tenant's receipt thereof ox Xxnant's receipt of any such revisions due to a reassessment or Tenant's receipt of any correction thereof by Landlord pursuant to the following provisions, as applicable), Tenant shall contest or Landlord shall correct any item therein by giving written notice to the other, specifying each item contested or corrected, respectively, and the reason therefor. If the annual statement shows that Tenant's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. hereof exceeded Tenant's obligations for the calendar year, Landlord shall at its option either (1) credit the excess to the next succeeding installments of rent or (2) pay the excess to Tenant within thirty (30) days after delivery of such statement. If the annual statement shows that Tenant's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. hereof were less than Tenant's obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such statement.

  • Tax Accounting Services (1) Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”).

  • Annual Accounting Period The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Member, subject to the requirements and limitations of the Code.

  • Accounting for Profits Employee covenants and agrees that if he shall violate any of his covenants or agreements under Article 2 hereof, Company shall be entitled to an accounting and repayment of all profits, compensation, commissions, remunerations or benefits which Employee directly or indirectly has realized and/or may realize as a result of, growing out of or in connection with any such violation; such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which Company is or may be entitled at law or in equity or under this Agreement.

  • Accounting and Fiscal Year Subject to Code Section 448, the books of the Partnership shall be kept on such method of accounting for tax and financial reporting purposes as may be determined by the General Partner. The fiscal year of the Partnership shall end on December 31 of each year, or on such other date permitted under the Code as the General Partner shall determine.

  • Fiscal Year; Accounting In the case of the Borrower, cause its fiscal year to end on December 31.

  • Accounting Services The Manager will provide all accounting services customarily required by investment companies, in accordance with the requirements of applicable laws, rules and regulations and with the policies and practices of each Series as communicated to the Manager from time to time, including, but not limited to, the following:

  • Portfolio Accounting Services (1) Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Fund’s investment adviser.

  • VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES BNY Mellon shall provide the following valuation support and computation accounting services for each Fund:  Journalize investment, capital share and income and expense activities;  Maintain individual ledgers for investment securities;  Maintain historical tax lots for each security;  Corporate action processing as more fully set forth in the SLDs;  Reconcile cash and investment balances of each Fund with the Fund’s custodian or other counterparties as applicable;  Provide a Fund’s investment adviser, as applicable, with the cash balance available for investment purposes at start-of-day and upon request, as agreed by the parties;  Calculate capital gains and losses;  Calculate daily distribution rate per share;  Determine net income;  Obtain security market quotes and currency exchange rates from pricing services approved by a Fund’s investment adviser, or if such quotes are unavailable, then obtain such prices from the Fund’s investment adviser, and in either case, calculate the market value of each Fund’s investments in accordance with the Fund's valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Fund's investments, including securities lending related cash collateral investments (with the exception of the services provided hereunder to Funds utilized for such cash collateral investments), itself or to confirm or validate any information or valuation provided by the investment adviser or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations; notwithstanding the foregoing, BNY Mellon shall follow the established procedures and controls to identify exceptions, tolerance breaches, etc. and to research and resolve or escalate any pricing inaccuracies;  Application of the established automated price validation rules against prices received from third party vendors and review of exceptions as identified;  Calculate Net Asset Value in the manner specified in the Fund’s Offering Materials (which, for the service described herein, shall include the Fund’s Net Asset Value error policy);  Calculate Accumulated Unit Values (“AUV”) for select funds as mutually agreed upon between the parties;  Transmit or make available a copy of the daily portfolio valuation to a Fund’s investment adviser;  Calculate yields, portfolio dollar-weighted average maturity and dollar-weighted average life as applicable; and  Calculate portfolio turnover rate for inclusion in the annual and semi-annual shareholder reports.  For money market funds, obtain security market quotes and calculate the market-value Net Asset Value in accordance with the Fund’s valuation policies and guidelines at such times and frequencies as required by regulation and/or instruction from TRP.

  • Accounting Fees The charges and expenses of the independent accountants retained by the Trust;

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