Initial ESA Modification Payments Sample Clauses
The 'Initial ESA Modification Payments' clause defines the terms and conditions under which payments are made for modifications to an Energy Services Agreement (ESA) at the outset of the contract. This clause typically outlines how and when the customer must pay for any agreed-upon changes to the scope of services, equipment, or project specifications before the main work begins. For example, if the parties agree to upgrade certain equipment or add new services prior to project commencement, this clause would specify the payment schedule and amounts due for those modifications. Its core practical function is to ensure that both parties have a clear understanding of financial obligations related to early changes, thereby preventing disputes and ensuring smooth project initiation.
Initial ESA Modification Payments. Each ESA Party will treat its receipt of an Initial ESA Modification Payment as being immediately taxable in full and NCM LLC will treat such Initial ESA Modification Payments as giving rise to, in the aggregate, a $686,334,398 intangible asset within NCM LLC that will be amortized on a straight-line basis over the thirty (30) year term of the Exhibitor Services Agreements.
Initial ESA Modification Payments. (1) Initial ESA Modification Payment Basis Schedule. Within 180 calendar days after the date hereof, NCM LLC shall deliver to each of the ESA Parties a schedule (the “Initial ESA Modification Payment Basis Schedule”) approved by the Audit Committee that confirms, in reasonable detail, for purposes of Covered Taxes, (i) the tax basis as of the date hereof of the expected $[ ] million intangible asset created by the Initial ESA Modification Payments, and (ii) the thirty-year period over which such asset is expected to be amortizable or depreciable for purposes of Covered Taxes. At the time NCM LLC delivers the Initial ESA Modification Payment Basis Schedule to the ESA Parties, NCM LLC shall (x) deliver to the ESA Parties any schedules and work papers providing reasonable detail regarding the preparation of the Initial ESA Modification Payment Basis Schedule and an Advisory Firm Letter supporting such Initial ESA Modification Payment Basis Schedule and (y) allow the ESA Parties reasonable access to the appropriate representatives at NCM Inc., NCM LLC, and the Advisory Firm in connection with their review of such schedule. The Initial ESA Modification Payment Basis Schedule shall become final and binding on the Parties unless the ESA Parties, within 30 calendar days after receiving such Initial ESA Modification Payment Basis Schedule, provide NCM LLC with a written notice of a material objection to such Initial ESA Modification Payment Basis Schedule made in good faith and specifying the reasons for such material objection. If the ESA Parties and NCM LLC, negotiating in good faith, are unable to successfully resolve the issues raised in such written notice within 60 calendar days after such Initial ESA Modification Payment Basis Schedule was delivered to the ESA Parties, the ESA Parties and NCM LLC shall employ the Reconciliation Procedures.