Adjustments Audit Sample Clauses

Adjustments Audit. (a) As soon as reasonably practicable after the Closing Date, but in any event within 60 days thereafter (the "Deferred Revenue Preparation Date") the Canadian Vendor shall, at its cost, prepare and provide to the Canadian Purchaser a statement setting out the Deferred Revenue (the "Deferred Revenue Statement"). The Deferred Revenue Statement shall be prepared on a basis consistent with accounting practices previously employed by the Canadian Vendor and shall be certified to be true and correct by DH, BR, HI, RST, the Canadian Vendor and the corporate accountant of the Canadian Vendor. In the event that the Canadian Purchaser disputes the Deferred Revenue Statement it shall notify the Canadian Vendor in writing of such dispute within 30 days after the Deferred Revenue Preparation Date. If no dispute is notified within 30 days after the Deferred Revenue Date, then the Deferred Revenue Statement is deemed to be agreed upon by the parties (save in the event of fraud or manifest error). If within 15 days of such notification such dispute is not resolved, either party may refer the matter to PriceWaterhouseCoopers, Chartered Accountants, or another nationally recognized firm of chartered accountants selected by mutual agreement (who will be given full access by the parties to the necessary records) for resolution as soon as practicable and the determination of such, chartered accountants, shall be final and conclusive (save in the event of fraud or manifest error). The sharing of costs of dispute resolution among the parties shall be determined by such chartered accountants. (b) The amount of the cash payment to the Canadian Vendor in Section 2.4(a)(i) will be reduced by the amount that Deferred Revenue of the Canadian Vendor as reflected in the Deferred Revenue Statement is in excess of $1,141,000 or increased by the amount that such Deferred Revenue is less than $1,141,000. (c) The Canadian Vendor or the Canadian Purchaser, as applicable, shall, within five Business Days of finalization of the Deferred Revenue Statement pay to the other by way of certified cheque, bank draft or wire transfer any amount required to adjust the Purchase Price in accordance with Section 2.5(b). (d) Unless otherwise specifically provided herein, the parties shall, as among themselves, account for the purchase and sale of the Purchased Assets as if such transaction had closed on the Effective Date and the date for adjustment of accounts between the parties shall be the Effective Da...
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Adjustments Audit 
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Related to Adjustments Audit

  • Audit Adjustment If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner or Manager shall promptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more than the correct Management Fees for such fiscal year, Manager shall bear the cost of such audit.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • Adjustments Generally The Exercise Price and the number of shares of Common Stock (or other securities or property) issuable upon exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as provided in this Article IV.

  • Adjustments Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

  • Cost Adjustments Both parties agree that contracted prices shall be fixed for the first 12 months of this Contract. Contractor must submit to District any proposed cost adjustments at least 60 days before the proposed effective date of such increases with a detailed explanation for each adjustment. District alone reserves the right to reject any changes to this Contract it deems unacceptable.

  • Adjustments to Fees Notwithstanding any of the fee limitations set forth in this Article 6, commencing upon the expiration of the first year of this Agreement, and upon the expiration of each year thereafter during the Term, the then-­‐current fees set forth in Section 6.1 and Section 6.3 may be adjusted, at ICANN’s discretion, by a percentage equal to the percentage change, if any, in (i) the Consumer Price Index for All Urban Consumers, U.S. City Average (1982-­‐1984 = 100) published by the United States Department of Labor, Bureau of Labor Statistics, or any successor index (the “CPI”) for the month which is one (1) month prior to the commencement of the applicable year, over (ii) the CPI published for the month which is one (1) month prior to the commencement of the immediately prior year. In the event of any such increase, ICANN shall provide notice to Registry Operator specifying the amount of such adjustment. Any fee adjustment under this Section 6.5 shall be effective as of the first day of the first calendar quarter following at least thirty (30) days after ICANN’s delivery to Registry Operator of such fee adjustment notice.

  • Adjustments and Prorations The following adjustments and prorations shall be made at Closing:

  • Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent: (a) that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or (b) that an equitable adjustment is made or denied under another provision of this Contract.

  • Adjustment of Fees Trust acknowledges that from time to time after the first anniversary of the Effective Date, Administrator may increase all non-asset based Fees upon sixty days written notice to the Trust, in an amount equal to the greater of: (a) five percent; or (b) the percentage increase in the CPI since the Effective Date of the first such increase and since the date of the immediately preceding increase with respect to all subsequent increases; provided, however, that Administrator may not increase the Fees more than one time during any twelve-month period. Notwithstanding the above, in the event of an increase to Administrator’s costs for Special Third Party Services, Administrator may at any time upon thirty days written notice increase the Fees applicable to such Special Third Party Services, provided, that such fee increase will not exceed the applicable percentage increase in costs incurred by Administrator with respect to such Special Third Party Services.

  • Adjustments Resulting in Underpayments In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis Group in accordance with Section 2 and Zoetis shall pay to Pfizer any amount due Pfizer (or Pfizer shall pay Zoetis any amount due Zoetis) under Section 2 within 20 Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c).

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