Cash Reconciliation. Within 30 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October 1, 2004, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"), and (b) the cash deposits made by the Company (the "DEPOSITS"). Within three business days following the Buyer's receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the Buyer, including (i) amounts paid after September 30, 2004 for checks issued by the Company or Parent on behalf of the Company on or before September 30, 2004 that had not cleared the banks on September 30, 2004, which amounts were reflected on the September 30, 2004 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer or Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not cleared the banks as of the Closing, and Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not been reflected in the Company's accounts as of the Closing. Disbursements and Deposits will be accounted for in accordance with Parent's accounting practices consistent with past periods.
Cash Reconciliation. 7.7.1 Immediately following the Relevant Time at the relevant Cash Processing Centre, joint inspection teams composed of representatives of the Seller and the Purchaser (the “Joint Inspection Team”) shall, simultaneously at each other Cash Processing Centre in the country in which that Cash Processing Centre is located, and in accordance with the Agreed Cash Count Process:
(i) conduct a physical count of the Valuables held in each float of each Cash Solutions Customer (a “Cash Count”) held by the relevant Group Company on behalf of Cash Solutions Customers, a Group Company or a member of the Seller’s Group (the “Physical Inventory”) which the Seller and Purchaser shall use reasonable endeavours to procure will take place as a “blind count” unless there are bona fide practical and/or logistical reasons that result in this not being possible;
(ii) compare the result of the relevant Physical Inventory with the relevant Administrative Inventory;
(iii) immediately following completion of the relevant Cash Count, prepare a Cash Count Statement that records the Physical Inventory at the relevant Cash Processing Centre (adjusted to reflect Physical Cash that, as at the Relevant Time, has become On Balance Sheet Cash) which shall be signed by a representative of each of the Seller and the Purchaser; and
(iv) record the number of Consignment (which, for the avoidance of doubt, shall not include opening such Consignment and counting the contents) and prepare a statement that records the number of Consignment, including the serial number of each Consignment, at the relevant Cash Processing Centre (a “Consignment Statement”) which shall be signed by a representative of each of the Seller and the Purchaser.
7.7.2 For each Cash Processing Centre, the Cash Count Statements as agreed in accordance with Clause 7.7.1(iii) and the Consignment Statements as agreed in accordance with Clause 7.7.1(iv) shall each be final and binding on the parties, subject to Clause 7.7.4.
7.7.3 Reconciliation of Physical Cash held in respect of ATM Services and CDM Services shall be conducted in accordance with the Agreed ATM Process or as otherwise agreed between the Seller and the Purchaser. The Seller shall use reasonable endeavours to complete the balancing of ATM Services and CDM Services by no later than 30 days after the relevant Closing Date and final reconciliation shall be completed no later than 45 days after the relevant Closing Date unless otherwise agreed in writing between the Pu...
Cash Reconciliation. (a) The parties acknowledge and agree as follows:
(i) Seller is entitled to retain all Cash of the Business (other than Restricted Cash) as of June 30, 2005. All Cash of the Business from and after such date shall be retained by the Companies, other than net amounts payable to or by Seller and its Affiliates (other than the Companies and its Subsidiaries) by or to the Companies and their Subsidiaries in accordance with the Intercompany Agreements (the “Closed Loop”).
(ii) The Closed Loop shall be calculated for the period from and including July 1, 2005 through and including August 31, 2005 pursuant to the adjustment set forth in Section 2.3(c)(ii). The calculation of such adjustment is reflected in the schedules set forth in Schedule II to this Amendment (the “Cash Reconciliation Schedule”), which sets forth the Net Due amount for which adjustment shall be made pursuant to Section 2.3(c)(ii).
(iii) The Closed Loop shall be calculated for the period from and including September 1, 2005 through and including the date immediately prior to the Closing Date pursuant to the adjustment set forth below in this Section 2.5.
(b) Within forty-five (45) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement for the period from and including September 1, 2005 through and including the date immediately prior to the Closing Date, setting forth, the following (the “Preliminary Cash Statement”):
(i) reconciliations of the inter-company accounts of Seller and its Subsidiaries (other than the Companies and their Subsidiaries), on the one hand, and the Companies and their Subsidiaries, on the other hand (“Inter-Company Accounts”);
(ii) activity flowing through the Inter-Company Accounts, broken out between cash activity and non-cash activity;
(iii) cash activity through the Inter-Company Accounts broken out between (x) net inter-company agreement activity, (y) net cash transfer activity and (z) net payments made by Seller on behalf of the Business; and
(iv) a reconciliation of the net amount due to/due from Seller in accordance with Section 2.5(a)(iii) (the “Net Due”) with supporting documentation for items (i) — (iii) above.
(c) The Preliminary Cash Statement shall be prepared and the Net Due amount shall be calculated using the same policies, procedures and methodologies used in preparing the Cash Reconciliation Schedule and consistent with Section 2.3(c).
(d) Seller shall have thirty (30) days following receipt of the Preliminary Cash State...
Cash Reconciliation. It had been the intention of the Parties to implement the Conversion concurrently with the Mezzanine Loan Acquisition Date. However, the Parties recognize that the conditions set forth in Sections 5.1.1 and 5.2.1 will necessitate a delay in the Conversion beyond the Mezzanine Loan Acquisition Date. The Parties desire that, to the maximum extent possible, the economic effect of a Conversion concurrent with the acquisition of the Mezzanine Loans be replicated notwithstanding such delay. Therefore, upon the Conversion Closing, TPG shall certify in writing as to the financial information necessary to perform the reconciliation, and the Parties shall in good faith reconcile the differences between the economic results of the Conversion occurring on the Conversion Date as compared to a hypothetical closing on the Mezzanine Loan Acquisition Date. The Parties shall then calculate an amount of cash that shall be paid by CNP Investor to TPGA, or by TPGA to CNP Investor, as applicable based on the net debits and credits for the reconciliation, such that the Conversion on the Conversion Date will result in the same economic effect as if the Conversion had occurred on the Mezzanine Loan Acquisition Date. This reconciliation shall include, without limitation, the following adjustments:
3.4.1 TPGA shall be credited, and CNP Investor shall be debited, with an amount equal to TPGA’s Plaza Percentage multiplied by the total debt service payments received by CNP Investor during the Reconciliation Period.
3.4.2 CNP Investor shall be credited, and TPGA shall be debited, with an amount equal to CNP Investor’s Plaza Percentage multiplied by the total distributions by TPG Plaza Investments to TPGA during the Reconciliation Period.
3.4.3 TPGA shall be credited, and CNP Investor shall be debited, with an amount equal CNP Investor’s Plaza Percentage multiplied by the total capital contributions made by TPGA to TPG Plaza Investments during the Reconciliation Period.
Cash Reconciliation a book to bank reconciliation of all cash accounts with copies of bank statements; and
Cash Reconciliation. At the close of business on the last Business Day before the Effective Time, Redwood Empire shall conduct a cash reconciliation at its branches and shall permit Westamerica to observe or participate in such reconciliation.
Cash Reconciliation a) Perform daily reconciliation of cash activity and cash balances reflected in the X.X. Xxxxxx bank loan system to bank loan custody account
b) Proactively clear outstanding breaks with counterparties and agent banks
Cash Reconciliation. (a) Final Closing Cash. By no later than October 26, 2018, Purchaser shall deliver to Seller a statement (the “Final Closing Cash Statement”) of the amount of the Closing Cash (the “Final Closing Cash”).
Cash Reconciliation. (a) Following the Closing, the Company shall determine the amount of the Company’s “cash and cash equivalents” (as defined below) as of the Closing Date (“Closing Cash Statement”), which shall be so determined in accordance with U.S. GAAP consistently applied. The Company shall deliver the Closing Cash Statement to the Investor as soon as practicable after the Closing Date but in any event within thirty (30) days after the Closing Date. The Investor shall notify the Company of any objections to the Company’s calculations within the Closing Balance Sheet within thirty (30) days after the Investor receives the Closing Balance Sheet. If the Investor does not notify the Company of any such objections by the end of that thirty-day period, then the Closing Cash Statement shall be considered final on the last day of that thirty-day period. If the Investor does notify the Company of any such objections by the end of that thirty-day period, and the Investor and the Company are unable to resolve their differences within fifteen (15) days thereafter, then the disputed items on the Closing Cash Statement shall be submitted to the Arbiter for resolution, and the Arbiter shall be instructed to deliver a final Closing Cash Statement, prepared in accordance with U.S. GAAP consistently applied, to the Investor and the Company as soon as possible (but in no event later than forty (40) days after the Closing Cash Statement was submitted to the Arbiter). As used above, the term “Arbiter” means a nationally (in the U.S.) recognized accounting firm mutually acceptable to the Company and the Investor; provided, however, that if the Company and the Investor are unable so to agree upon the Arbiter within thirty 30 days following the expiration of the fifteen (15) day period described above, then each of the Company and the Investor shall designate a nationally (in the U.S.) recognized accounting firm (provided neither party may designate the firm which serves as the primary audit firm for such party or its affiliates), and each of two such firms shall designate a third nationally (in the U.S.) recognized accounting firm (which third firm shall not be the firm which serves as the primary audit firm for such party or its affiliates), and such third firm shall constitute the Arbiter for purposes of this Section 1.7. The Investor shall pay 50% of the costs of the Arbiter, and the Company shall pay 50% of such costs. The final Closing Cash Statement as mutually agreed to by the Company...
Cash Reconciliation. (a) NRG Energy shall take, or cause to be taken, all reasonable steps necessary to (i) perform a cash reconciliation among the Issuer, the Project Companies, NRG Energy and their Affiliates (to the extent such cash reconciliation with respect to such Affiliates relates to the Issuer and/or any of the Project Companies) covering the period from September 30, 2003 to December 31, 2003 (the "Cash Reconciliation III"), in a manner substantially similar in substance and form to the methodology, which was agreed to by the parties, used to perform a cash reconciliation for the period from November 1, 2002 to September 30, 2003 ("Cash Reconciliation II") and any other period prior to December 31, 2003 ("Cash Reconciliation I"), and (ii) cause the payment of any amounts due in connection with such Cash Reconciliation III to be paid to the Issuer or the applicable Project Company and deposited in the Revenue Account, provided that, regardless of whether NRG Energy succeeds in the correction of the Issuer and the Project Companies' books, the amounts that would have been due if such corrections would have been made would still be paid to the Issuer or the applicable Project Company by January 31, 2004.
(b) NRG Energy shall provide all operating, financial and any other information, including supporting documentation, regarding the actual O&M Expenses and Fuel Costs relating to the Cash Reconciliation III as reasonably requested by XLCA (if XLCA is the Controlling Party) and necessary to effect such Cash Reconciliation III consistently with historical practices.
(c) NRG Energy shall pay, or cause to paid, an amount equal to $16,162,852.08 to the Issuer with respect to Cash Reconciliation I and Cash Reconciliation II to be deposited in the Revenue Account within 30 days following the Closing Date.
