Cash Reconciliation Clause Samples

Cash Reconciliation. Within 60 days following the Closing Date, the Parent shall prepare and deliver to the Surviving Company a schedule setting forth, for the period commencing on August 1, 2005, and ending as of the Agreed Effective Time, (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 Surviving Company’s receipt of such schedule, (i) the Surviving Company shall remit to the Parent in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Parent shall remit to the Surviving Company, 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 Company with respect to pre-Agreed Effective Time periods, including (i) amounts paid after July 31, 2005 for checks issued by the Company or Parent on behalf of the Company on or before July 31, 2005 that had not cleared the banks on July 31, 2005, which amounts were reflected on the July 31, 2005 balance sheet as negative cash amounts, (ii) checks issued by the Company or Parent on behalf of the Company subsequent to July 31, 2005, but before the Agreed Effective Time that have not cleared the banks as of the Agreed Effective Time, (iii) workers compensation, general liability, auto insurance, health and similar insurance premiums paid by the Parent on behalf of the Company with respect to periods prior to the Agreed Effective Time, whether accrued prior to or after the Agreed Effective Time, and (iv) other amounts paid by the Company or by the Parent on behalf of the Company with respect to periods prior to the Agreed Effective Time, but for which invoices are received or accruals are made after the Agreed Effective Time. 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 July 31, 2005, but before the Agreed Effective Time that have not been reflected in the Company’s accounts as of the Agreed Effective Time. Disbursements and Deposits will be accounted for in accordance with Parent’s accounting pract...

Cash Reconciliation. 7.6.1 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. 7.6.2 For each Cash Processing Centre, the Cash Count Statements as agreed in accordance with Clause 7.6.1(iii) and the Consignment Statements as agreed in accordance with Clause 7.6.1(iv) shall each be final and binding on the parties, subject to Clause 7.6.4. 7.6.3 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 Closing Date and final reconciliation shall be completed no later than 45 days after the Closing Date unless otherwise agreed in writing between the Purchaser and the Se...

Cash Reconciliation a book to bank reconciliation of all cash accounts with copies of bank statements; and

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 CalSTRS to the Original Interest Holders with respect to the Original Interests, or by the Original Interest Holders to CalSTRS with respect to the CNP Additional Interest, 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 The Original Interest Holders shall be credited, and CalSTRS shall be debited, with an amount equal to the Original Interest Percentage multiplied by the total debt service payments received by CNP Investor during the Reconciliation Period. 3.4.2 CalSTRS shall be credited, and the Original Interest Holders shall be debited, with an amount equal to the CNP Additional Interest Percentage multiplied by the total distributions relating to the City National Plaza Project, if any, by TPG/CalSTRS to the Original Interest Holders during the Reconciliation Period. 3.4.3 The Original Interest Holders shall be credited, and CalSTRS shall be debited, with an amount equal to the CNP Additional Interest Percentage multiplied by the total capital contributions relating to the City National Plaza Project, if any, made by the Original Interest Holders to TPG/CalSTRS during the Reconciliation Period. Each individual credit to the Original Interest Holders shall be allocated between TPG and CalSTRS as if it were a distribution pursuant to Section 6.02, as amended from time to time...

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 a) Perform daily reconciliation of cash activity and cash balances reflected in the ▇.▇. ▇▇▇▇▇▇ bank loan system to bank loan custody account b) Proactively clear outstanding breaks with counterparties and agent banks

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. The Borrower shall prepare daily cash reconciliation reports in a form acceptable to the Senior Facility E Lender and shall provide such reports to the Senior Facility E Lender at 17:00 on each Business Day.

Cash Reconciliation. The Borrower shall prepare daily reports in a form acceptable to the Senior Facility E Lender and shall provide such reports to the Senior Facility E Lender at 17:00 on each Business Day. The reports shall include: 12.4.1 the daily report provided by Fidelity to the Borrower; 12.4.2 the daily automatic teller machine threshold report; and 12.4.3 the daily cash reconciliation report of the Borrower highlighting loss events and insurance claims.