Annual Determination. (a) For the Contract Year in which the Commencement Date occurs, the TOP PricePZ and Non-TOP PricePZ are set out in the relevant Train Path Schedule to the agreement.
(b) For each subsequent Contract Year, the following process will be followed:
(i) Before the start of each Contract Year:
Annual Determination. User Fees will be determined annually in accordance with the following procedure:
6.4.4.1. Before the Date of Base Building Standard Completion, the Authority will establish the SAC, w hose members will be the Authority and Virgin and other Tenants, if any, that operate Aircraft at the Spaceport. Each member will designate an individual who will act on the member s behalf at meetings of the SAC (the SAC Representative ). Each member ma y change its SAC Representative by giving no fewer than five (5) Day s prior notice of such change to the other in accordance with the provisions of the Deve lopment Agreement. The Authority and Virgin will ensure that the SAC Representative of each: (a) is fully acquainted with the Spaceport; and (b) provides the information and services necessary to fulfill the obligations of the Authority and Virgin under this Lease. Matters before th e SAC will be put to a vote of the Tenants through the Tenants S AC Representatives, and each Tenant s voting power will be equal to that Tenant s percentage of total rents and fees paid by all Tenants to the Authority in the preceding fiscal year of the Spaceport or, if the Spaceport has been open less than one (1) Fisca l Year, in all preceding months. Decisions of the SAC will be made by majority vote and, in the event no majority decision is reached, the Tenant with the greatest voting power has final decisi on-making authority on behalf of the SAC.
6.4.4.2. Within ninety (90) Days before the beginning of each Fiscal Year, Virgin and any other Tenants of the Sp aceport will provide the SAC and the Authority with the following information: (a) the e stimated number of launches/takeoffs from the Spaceport for the next occurring Fiscal Ye ar; and (b) the estimated number of Astronauts that will be enplaning in the next occur ring Fiscal Year. Additional information may be requested by the SAC and the Aut hority in reviewing or, as applicable, preparing the Budget, provided that nei ther Virgin nor any other Tenant will be required to disclose information that it reasonably determines to be comm ercially sensitive information, proprietary technical inform ation or trade secrets, and further provided that any information disclosed will be pub lic unless such information is marked confidential and is subject to an exception set o ut in the Inspection of Public Records Act, Sections 14-2-1 et seq. XXXX 0000..
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Annual Determination. The annual determination of Expenses shall be made by Landlord and shall be binding upon Landlord and Tenant, subject to the provisions of this Section 4.3.3. During the Term, Tenant may review, at Tenant’s sole cost and expense (subject to reimbursement by Landlord if the results of such audit reveal that Tenant was overcharged by 5% or more), the books and records supporting such determination in an office of Landlord, or Landlord’s agent, during normal business hours, upon giving Landlord five (5) days advance written notice within sixty (60) days after receipt of such determination, but in no event more often than once in any one (1) year period, subject to execution of a confidentiality agreement acceptable to Landlord in its reasonable discretion, and provided that if Tenant utilizes an independent accountant to perform such review it shall be one of national standing which is reasonably acceptable to Landlord, is not compensated on a contingency basis and is also subject to such confidentiality agreement. Landlord shall cooperate in good faith with Tenant and the Tenant’s accountant to provide the information upon which the certification is to be based. However, if such certification of the actual Expenses by the accountant proves that Tenant’s Share of the Expenses set forth in the Statement were overstated by more than five percent (5%), then Tenant’s reasonable out-of-pocket costs for the performance of the review of Landlord’s books and records shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any Expenses payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or in equity relating thereto. If Tenant fails to object to Landlord’s determination of Expenses within ninety (90) days after receipt, Tenant shall be deemed to have approved such determination and shall have no further right to object to or contest such determination. In the event that during all or any portion of any Expense Year or Base Year, the Building is not fully rented and occupied Landlord shall make an appropriate adjustment in occupancy-related Expenses for such year for the purpose of avoiding distortion of the amount of s...
Annual Determination. CAPBT.......................................................
Annual Determination. The Purchaser shall (or, at its sole discretion, shall cause the Accountants to), as soon as practicable after the end of each of calendar years 2021 and 2022, prepare in accordance with GAAP, a report containing a consolidated balance sheet of the Company as of the close of business on December 31 of each such calendar year, and a related consolidated statement of income of the Company for the twelve (12) months then ended, in each case together with a statement based upon such report which (x) states that it was prepared in accordance with this Agreement and (y) sets forth for the period under examination the applicable calculation of Revenue of the Company and EBITDA of the Company (the “Annual Determination”). The Purchaser shall have the option, in its sole discretion, to instruct the Accountants to audit the financial statements and to determine the scope of such audit. The Purchaser shall deliver a copy of each such Annual Determination to the Seller not later than 90 days after the end of the period to which such Annual Determination relates; provided, however, any delay in meeting such timetable shall impose no liability on the part of the Purchaser.
Annual Determination. (a) The Earn-Out will be calculated and paid annually, if earned, based upon the annual cumulative Pre-Tax Income during each fiscal year of the Applicable Term. To determine the Pre-Tax Income, within ninety (90) days after the end of each of the Company's fiscal years during the Applicable Term, the Buyer, with the assistance of the Company's management, shall have prepared and delivered to Shareholders the income statement for such year for the Company (the "EARNOUT INCOME STATEMENT"), which shall have been prepared in accordance with GAAP (excluding footnotes and other disclosures required by GAAP) applied consistently with past practices, and including an adjustment for all income taxes accrued and accruable through the date of such Earnout Income Statement, along with a statement setting forth in reasonable detail the computation of Pre-Tax Income, including identification of all excluded items and adjustments and all necessary supporting calculations.
(b) Within fifteen (15) days after the receipt of the Earnout Income Statement, the Shareholders will deliver written notice to the Buyer of any objections thereto. The Buyer and the Shareholders will attempt in good faith to reach an agreement as to any matters in dispute with respect to the Earnout Income Statement. If the parties, notwithstanding such good faith effort, fail to resolve all matters in dispute within twenty (20) days after the Shareholders advise the Buyer of their objection, then any remaining disputed matters will be finally and conclusively determined by the Arbitrator selected in the same manner as set forth in Section 2.5(c). Promptly, but not later than thirty (30) days after its acceptance of its appointment, the Arbitrator will determine (based solely on presentations by the Buyer and the Shareholders and upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting calculation of the Earnout Income Statement, which report will be conclusive and binding upon the parties. The report of the Arbitrator will be conclusive and binding upon the parties, and the fees and expenses of the Arbitrator will be paid by the non-prevailing party.
(c) For purposes of complying with the terms set forth herein, each party will cooperate with and make available to the other party and its representatives all information, records, data and accountants' or auditors' working papers, and will permit access to its facilities and pe...
Annual Determination. Except as otherwise provided herein, Net Profits and Net Losses shall be determined at the close of each tax year of the Partnership and thereafter shall be credited or charged to the respective Capital Accounts of the respective Partners in the respective Net Profits Sharing Percentages and Net Losses Sharing Percentages then in effect. After giving effect to the special allocations set forth in Section 3.04, the allocation of all income, gain, loss, deductions, credit and tax preference items shall be determined by the Net Profits Sharing Percentages or Net Losses Sharing Percentages, as the case may be.
Annual Determination. Annual and other determinations of Building -------------------- and Project Operating Expenses shall be made reasonably and in good faith by Landlord by reference to competitive market conditions as to the cost of the items included as part of such expenses. Tenant shall have the right, after reasonable notice, to inspect Landlord's books and records relating to such expenses at reasonable times at Landlord's principal place of business. The annual determination of Building and Project Operating Expenses shall be made and certified by an independent certified public accountant designated by Landlord. A copy of the determination shall be made available to Tenant upon request. The independent accountant's determination shall be final and binding upon Landlord and Xxxxxx.
