Annual Reconciliation Clause Samples

Annual Reconciliation. By June 30th of each calendar year, Landlord shall furnish Tenant with an accounting of actual and accrued Operating Expenses and Tax Expenses; provided, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any underpayment by Tenant at any time. Within thirty (30) days of Landlord’s delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Landlord shall credit the amount of any overpayment by Tenant toward the next estimated monthly installment(s) falling due, or if the Term of the Lease has expired, refund the amount of overpayment to Tenant as soon as possible thereafter, and no later than thirty (30) days following the finalization of such accounting. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant’s Share of such expenses, and deduct any underpayment from Tenant’s Security Deposit. Failure by Landlord to accurately estimate Tenant’s Share of such expenses or to otherwise perform such reconciliation shall not constitute a waiver of Landlord’s right to collect any underpayment at any time during the Term or after the expiration or earlier termination of this Lease.

Annual Reconciliation. By May 31st of any calendar year during the Initial Term and any Extended Term(s), or as soon thereafter as reasonably possible, Landlord shall furnish Tenant with an accounting of actual and accrued Expenses (the “Expense Statement”). Within thirty (30) days after Landlord’s delivery of the Expense Statement, Tenant shall pay to Landlord the amount of any underpayment for Expenses reflected on the Expense Statement. Notwithstanding the foregoing, failure by Landlord to provide the Expenses Statement by such date shall not constitute a waiver by Landlord of its right to collect any underpayment by Tenant at any time; provided, however, that Tenant shall not be responsible for payment of any Operating Expense first shown on an Expense Statement more than twenty- four (24) months after the end of the applicable calendar year in which such expense was incurred, except for Tax Expenses, utility costs, or any other charges or assessments by any governmental authority or utility provider. In the event that Tenant has overpaid based on the estimates, then Landlord may, at its option and in its sole and absolute discretion, either credit the amount of any overpayment by Tenant toward the next estimated monthly installment(s) of Expenses coming due, or refund the amount of overpayment to Tenant within thirty (30) days thereafter, provided that if the Term of the Lease has expired, Landlord shall so refund such amount. If the Term of the Lease expires prior to the annual reconciliation of Expenses, Landlord shall have the right to reasonably estimate Tenant’s Share of Expenses to that date. If Landlord determines that there has been an underpayment, and Tenant has not paid such underpayment within thirty (30) days of Landlord’s determination, Landlord may deduct such underpayment from Tenant’s Letter of Credit. Except as expressly provided in this Section 4.3, failure by Landlord to accurately estimate Tenant’s Share of such expenses or to otherwise perform such reconciliation of expenses shall not constitute a

Annual Reconciliation. Annually, as soon as is reasonably possible after the expiration of each Lease Year, Landlord shall prepare in good faith and deliver to Tenant a comparative statement, which statement shall be conclusive between the parties hereto, setting forth (1) the Operating Costs, Taxes and Insurance Costs for such Lease Year, and (2) the amount of additional Rent as determined in accordance with the provisions of this Article 6.

Annual Reconciliation. The calculation of the Management Compensation shall be subject to audit and reconciliation at the end of each fiscal year and upon any termination of this Agreement. If at any time the Advisor disagrees with such audit and reconciliation and the dispute cannot be resolved between the Independent Directors and the Advisor within 10 business days after the Advisor’s receipt of such audit and reconciliation provides written notice to the Company of the dispute (the “Reconciliation Notice”), then the matter shall be resolved by an independent auditor of recognized standing selected jointly by the Independent Directors and the Advisor within not more than 20 days after the Reconciliation Notice. In the event the Independent Directors and the Advisor cannot agree with respect to such selection within the aforesaid 20 day time-frame, the Independent Directors shall select one such independent auditor and the Advisor shall select one independent auditor within five business days after the expiration of the 20 day period, with one additional such auditor (the “Last Auditor”) to be selected by the auditors so designated within five business days after their selection, and these three auditors together shall determine the final amount of the amounts in question. Any decision made by the auditors shall be deemed final and binding upon the Board of Directors and the Advisor and shall be delivered to the Advisor and the Company within not more than 15 days after the selection of the Last Auditor. The expenses of the auditors shall be paid by the party with the estimate which deviated the furthest from the final valuation decision made by the auditors.

Annual Reconciliation. Following receipt of Company's annual certified statement or an annual audit report, the Authority will prepare and submit to Company a statement showing the PPF due compared to the PPF previously invoiced by the Authority for the applicable period. If the PPF previously invoiced by the Authority for the applicable period exceeds the PPF calculated on the certified Gross Receipts, the Authority will issue a credit memo indicating that the overpayment will be credited to the fees next thereafter due from Company. If the PPF previously invoiced by the Authority is less than the PPF calculated on the certified Gross Receipts, the Authority will invoice Company for the sums due. Said invoice will be due and payable within fifteen (15) days after the date of the invoice.

Annual Reconciliation. Landlord shall, within one hundred twenty (120) days after the end of each fiscal year, deliver to Tenant a reasonably detailed statement of the actual amount of Operating Costs for such fiscal year (“Year End Statement”). Failure of Landlord to provide the Year End Statement within the time prescribed shall not relieve Tenant from its obligations hereunder. If the total of such monthly remittances on account of any fiscal year is greater than Tenant’s Share of Operating Costs actually incurred for such fiscal year, then provided there is no Event of Default nor any event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Tenant may credit the difference against the next installment of additional rent on account of Operating Costs due hereunder, except that if such difference is determined after the end of the Term, Landlord shall refund such difference to Tenant within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord (it being understood and agreed that if Tenant cures any default prior to the expiration of the notice and/or cure periods set forth in Section 20.1 below, Tenant shall then be entitled to take such credit). If the total of such remittances is less than ▇▇▇▇▇▇’s Share of Operating Costs actually incurred for such fiscal year, Tenant shall pay the difference to Landlord, as additional rent hereunder, within ten (10) days of Tenant’s receipt of an invoice therefor. ▇▇▇▇▇▇▇▇’s estimate of Operating Costs for the next fiscal year shall be based upon the Operating Costs actually incurred for the prior fiscal year as reflected in the Year-End Statement plus a reasonable adjustment based upon estimated increases in Operating Costs.

Annual Reconciliation. The Company will reconcile imbalances on an annual basis, for each Supplier, through determination of the difference between: (1) the Supplier’s deliveries for the previous year; and (2) the actual consumption plus the Company’s Unaccounted-for Percentage on the Supplier’s aggregate Customer Pool, both calculated at city gate, adjusted for recognition of all adjustments applicable to the previous year. Suppliers will eliminate the imbalance through the exchange of gas with Company via a storage inventory transfer, an adjustment to their Rider EFBS bank balance, or delivery over the next thirty 30 days or longer if mutually agreed by Supplier and Company.

Annual Reconciliation. Within forty-five (45) days of the close of each calendar year, Metasyn will provide to MKG a report setting forth Metasyn's actual Research Costs for such year. MKG will, within one hundred and twenty (120) days after the end of each calendar year, provide Metasyn with a written report setting forth the total actual Research Costs of the Parties for such calendar year, and reconciling the amounts of Research Costs paid by each Party during such year (including any advance paid by MKG to Metasyn) with the amounts due from each Party. Together with said report, Metasyn will either make a payment to MKG or issue to MKG an invoice for any balance due.

Annual Reconciliation. The Management Fee shall be subject to annual reconciliation based upon actual enrollment and actual revenue received (including the final month of the Term, even though the payment may be made beyond expiration or termination of the Term). If the School receives written notice of a review of the enrollment being completed by the State, the School shall provide Manager with a copy of the written notice promptly upon receipt of same (and in any case, within three (3) Business Days, as defined in Section 4.5 below). If the review results in a finding that additional funding is owed to the School, the School shall make payment to Manager within five (5) Business Days after receiving an invoice for such amount. If the review results in a finding that the School owes money to the State, the School will work with the Manager to initiate an appeal of the State’s determination. Manager shall select legal counsel and a strategy for the appeal and pay any and all expenses and costs related to the appeal including attorneys’ fees. The School shall cooperate with Manager and selected legal counsel’s efforts to appeal. Should the review result in the School owing money to the State, Manager agrees to contribute the amount overpaid to Manager and the School shall contribute the amount retained by the School.