Audit and Adjustment Sample Clauses

Audit and Adjustment. In addition to any other powers under Lao PDR Law, Government shall be entitled to audit the tax returns of Project Company for a period of five (5)years from the date of filing and to make such adjustments as may be required to reasonably reflect Project Company’s income or tax liability. Project Company shall make such information available to Government as reasonably required to conduct such audit including information, which may be held by affiliated or related Persons outside of Lao PDR.
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Audit and Adjustment. Opco shall maintain books and records to support the Costs of Operation, which books and records shall be maintained by Opco for such periods of time as Participants shall direct by Participants' Direction. As soon as practical, but no later than ninety (90) days after the end of each calendar year, Opco shall prepare and deliver to each Participant a report prepared by an independent public accounting firm selected by Participants by Participants' Direction reflecting the results of an audit of the books and records of Opco. The cost of preparing such audit reports shall be Costs of Operation. Further, from time to time, any of the Participants may, at the applicable Participant's cost and expense, conduct or cause to be conducted by others, including regulatory authorities having jurisdiction, audits of the books and records of Opco. Such audits shall be conducted at reasonable mutually agreed upon times, with agreement not being unreasonably withheld. Opco shall credit each Participant with its Participant's Share of recoveries, whenever received, from third parties and shall charge each Participant with its appropriate share of any underpayments of Costs of Operation and promptly transmit and refund amounts received in payment of such underpayments to the Participant or Participants who have made overpayments with respect to such Costs of Operation as provided for in Section 5.2 hereof.
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Audit and Adjustment. Purple may audit EdiZONE’s books and records within 60 days after the Effective Date to verify the royalty amounts received from ACTI under the License Agreement, and EdiZONE will reasonably cooperate with any such audit at Purple’s request. Purple will bear its costs to perform such audit, and will maintain the results thereof in confidence. If Purple completes such an audit within that time period, the Transfer Payment will be subject to adjustment to the extent set forth below, and such adjustment will be made (via refund by EdiZONE or additional payment by Purple, as the case may be) no later than 60 days after the Effective Date or 15 days after Purple informs EdiZONE of the results of such audit, whichever is later.
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Audit and Adjustment. 11 Section 2.4. Financing for the Partnership...............................................12 ARTICLE III
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Audit and Adjustment. Promptly after the Closing Date, but in no event later than sixty (60) days thereafter, the Partnership shall cause (i) Arthxx Xxxexxxx XXX to audit the combined consolidated financial statements of the Weatxxxxxxx Xxxpression Business at and as of December 31, 1998, adjusted to reflect transactions after that date to the Closing Date (the balance sheet included in such financial statements is hereinafter referred to as the "Weatxxxxxxx Xxxsing Date Balance Sheet"), and to provide an unqualified written opinion on the financial statements at and as of December 31, 1998, and an opinion with respect to the Net Assets of the Weatxxxxxxx Xxxpression Business as of the Closing Date based on the audit of the financial statements at December 31, 1998, brought down to reflect transactions after that date, and (ii) KPMG Peat Marwick LLP to audit the combined consolidated financial statements of the Global Compression Business at and as of December 31, 1998, adjusted to reflect transactions after that date to the Closing Date (the balance sheet included in such financial statements is hereinafter referred to as the "Global Closing Date Balance Sheet") and to provide an unqualified written opinion on the financial statements at and as of December 31, 1998 and an opinion with respect to the Net Assets of the Global Compression Business as of the Closing Date based on the audit of the financial statements at December 31, 1998, brought down to reflect transactions after that date. The opinions resulting from such audits will be delivered by the Partnership to Weatxxxxxxx xxx GE Capital promptly upon receipt thereof, but in no event later than one Business Day thereafter. If the Net Assets of the Weatxxxxxxx Xxxpression Business set forth in the Weatxxxxxxx Xxxsing Date Balance Sheet exceed $326,868,000, the Partnership shall pay WECC an amount equal to such excess. If the Net Assets of the Weatxxxxxxx Xxxpression Business set forth in the Weatxxxxxxx Xxxsing Date Balance Sheet are less than $326,868,000, WECC shall pay the Partnership an amount equal to the amount by which $326,868,000 exceeds the Net Assets of the Weatxxxxxxx Xxxpression Business. If the Net Assets of the Global Compression Business set forth in the Global Closing Date Balance Sheet exceed $199,950,000, Global shall have the option to have the cash contribution to be made pursuant to Section 2.1(d)(4) reduced by the excess (the "Global Excess") as provided therein. If the Net Assets of the Global Compr...
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Related to Audit and Adjustment

  • 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.

  • 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.

  • Prorations and Adjustments The following shall be prorated and adjusted between Seller and Buyer as of the Closing Date, except as otherwise specified:

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Cost of Living Adjustment For each year following the Initial Term, unless the parties shall otherwise agree and provided that the service mix and volumes remain consistent as previously provided in the Initial Term, the total fee for all services shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W (defined below) or, in the event that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, “CPI-W” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers (Area: Boston-Brockton-Nashua, MA-NH-ME-CT; Base Period: 1982-84=100), as published by the United States Department of Labor, Bureau of Labor Statistics.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

  • Statement Regarding Adjustments Whenever the Exercise Price or the number of Shares into which this Warrant is exercisable shall be adjusted as provided in Section 13, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to each Warrantholder at the address appearing in the Company’s records.

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

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