Calculation of Net Income. Within ninety (90) days after the end of Fiscal 2001 and Fiscal 2002, the Purchaser shall cause to be prepared and delivered to the Founding Stockholders an income statement (the "Statement") setting forth the Net Income of the Business for such fiscal year, as well as reasonably detailed information used in determining such Net Income. The Statement shall be prepared in accordance with United States generally accepted accounting principles consistently applied ("GAAP"). The Purchaser shall adjust Net Income to account for increases or decreases therein attributable to (A) sales made by the Acquired Company at reduced prices, for example, for promotional reasons or because the services and products of the Acquired Company are "bundled" with other services or products sold by the Purchaser or its Affiliates, or (B) the allocation of special overhead costs or charges to the Acquired Company other than reasonable inter-company charges or allocations from the Purchaser or its Affiliates (as defined in Paragraph 7.10) for services provided to the Acquired Company by Purchaser or its Affiliates. Each Founding Stockholder shall then have thirty (30) days following his receipt of the Statement to review the Statement, and the Statement shall become final and binding upon the parties unless one or more Founding Stockholders ("Dissenting Stockholders") give written notice of his or their disagreement (a "Notice of Disagreement") to the Purchaser within thirty (30) days after receiving the Statement specifying such Founding Stockholder(s)' disagreement with the Statement. If no Notice of Disagreement is received by the Purchaser within such thirty (30)-day period, the Purchaser shall pay the Earn-Out amount due for such fiscal year to the Non-Dissenting Stockholder(s) within fifteen (15) days after the expiration of such initial thirty (30)-day period. If a Notice of Disagreement is received by the Purchaser in a timely manner, then the Statement shall become final and binding upon the parties on the earlier of (x) the date the Purchaser and the Dissenting Stockholder(s) resolve in writing any differences they may have with respect to any matter specified in the Notice of Disagreement and (y) the date any Disputed Matters (as hereinafter defined) are finally resolved in writing by the Arbitrators (as hereinafter defined) (such date to be hereinafter referred to as the "Final Determination Date"). Any such Notice of Disagreement shall state in reasonable detail the na...
Calculation of Net Income. For purposes of this Agreement, “Net Income” shall mean, with respect to Purchaser’s operation of the relevant portion of the Business for any period, net income of such operation of such portion of the Business, for the applicable calculation period determined in accordance with United States generally accepted accounting principles as in effect from time to time, consistently applied (“GAAP”); provided, that there shall not be included in such calculation of net income (without duplication): (i) any extraordinary gains or losses (including in connection with the sale or write-up of assets), (ii) any nonrecurring gains, (iii) any gains or losses from dispositions of property or assets, other than dispositions of the Assets in the ordinary course of business, and the tax consequences thereof, (iv) the net income (or loss) of any other Person acquired by, or merged with, Purchaser for whom net income is being calculated for any period prior to the date of such acquisition, (v) any dividends received from affiliates, (vi) any licensing fees from affiliates of Purchaser obtained pursuant to arms-length negotiations, (vii) consideration payable affiliates of Purchaser except pursuant to commercially reasonable terms, and (viii) any Wheeling Fees payable to any person or entity not affiliated with Purchaser. Notwithstanding the foregoing, income received by Purchaser from Purchaser’s ownership or operation of any other water appropriation or distribution business in the San Bernardino County area that does not involve any of the Assets shall not be considered income subject to the Net Income Participation and neither IHWCC nor Seller Parties shall have any rights with respect thereto.
Calculation of Net Income. The Custodian shall keep the books of account of each Portfolio. Until otherwise directed by Proper Instructions, the Custodian shall calculate daily the net income of the Portfolio as described in Part A of the Registration Statement and shall advise the Trust daily of the total amounts of such net income, including the categorization of such net income by source. The calculation of the Portfolio's net income and its components shall include, but may not be limited to, accounting for purchases and sales of portfolio securities, calculation of realized and unrealized gains and losses, accruals of income on portfolio investments, expense accruals and calculations of market value of portfolio securities. The Custodian will transmit accounting information produced by the Custodian to the Trust or an agent designated by the Trust in such format and by such means as the Trust and the Custodian shall agree in order that the Trust or such agent may calculate a Portfolio's net asset value and SEC yield and the allocation of its various components to the Portfolio's Investors. The Custodian shall in no event be responsible for the calculation or publication of the net asset value or yields of any Portfolio. All accounting functions to be performed by the Custodian hereunder shall be performed outside of the United States.
Calculation of Net Income. (1) Seller shall provide to Buyer an audited statement of Net Income ("Statement") calculated in accordance with (section)1.2(a)(ii)(D) to permit Buyer to determine if any amounts are due Sellers under (section)1.2(a)(ii) or (b)(i) as it pertains to the notes provided for in (section)1.2(a)(ii). Seller shall be solely responsible for all expenses and costs incurred in preparing the Statement and neither Buyer nor Corporation shall have any obligation to pay Sellers or any third party for use of the Statement. If Sellers do not deliver the Statement to Buyer within one hundred and twenty (120) days after the end of the year to which the statement pertains, then Buyer may utilize the audit prepared by the certified public accountants then servicing Buyer to determine if any amounts are due Sellers under (section)1.2(a)(ii) or (b)(i) and the remaining provision of (section)1.2(a)(ii)(F) shall not be applicable.
(2) Buyer shall have thirty (30) days from its receipt of the Statement to accept, modify or reject the determination of Net Income. Buyer shall notify each Seller in writing, within the aforesaid period, whether it has accepted, modified or rejected the determination of Net Income. Failure of Buyer to provide written notice of modification or rejection within the aforesaid period shall constitute a waiver of Buyer's objection, modification or rejection of the Statement. If the determination of Net Income is accepted by Buyer, Buyer shall deliver the necessary promissory notes in accordance with (section)1.2
(a) (ii)(
