Interim Period True-Up Sample Clauses

Interim Period True-Up. Within twenty (20) days of the end of the last day of the month during which the Closing Date occurs, Seller shall provide Buyer a report which shall specify, for the period from the Effective Date to and including the Closing Date, any (a) cash receipts and (b) cash disbursements out of the ordinary course of business (which for these purposes shall include, but not be limited to, cash payments to the Seller’s attorneys and accountants related to the transaction) and not accrued for on the March 31, 2006 financial statements as a liability of the Company, which amounts will be deducted from the computation of the Actual Working Capital. Such information shall be reported on a cash accounting basis. Buyer shall have a ten (10) day period to review each such report and during such period Buyer shall be permitted, at reasonable times and upon reasonable notice, to examine the financial books and records of the Seller pertaining to such reports. If Buyer does not object to the interim period true-up report within the ten (10) day review period, Seller’s interim period true-up report shall be final, conclusive and binding upon the parties. Any disputes between Buyer and Seller with respect to the interim period true-up report shall be resolved by the Accounting Firm pursuant to the procedures set forth in Section 2.2.3.5.
Sample 1
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Interim Period True-Up. Each of the contributors shall be entitled to his or its share of revenue from the oil and gas properties in which both OpCo and any of the Contributors owns a working interest (collectively, the “Commonly Owned Properties”), and shall be responsible for his or its share of the costs attributable thereto, in each case until 7:00 a.m. (Central time) on the day of Closing
Sample 1
Interim Period True-Up. Within twenty (20) days of the end of the last day of the month during which the Closing Date occurs, Aspen Youth shall provide Buyer a report which shall specify (i) any and all cash and payments, from any source, received by the Aspen Companies and any and all cash and payments, from any source, received by Parent or Aspen Youth or any Related Parties of Parent or Aspen Youth on behalf of the Aspen Companies during the period from the Effective Date to the Closing Date, inclusive, together with any payments made at the request of Buyer or the Aspen Companies by Parent or Aspen Youth on behalf of the Aspen Companies after the Closing Date, and (ii) any and all payments made by any of the Aspen Companies for costs and expenses (in the ordinary course consistent with past practice) and any and all payments made by Aspen Youth or Parent for costs and expenses (in the ordinary course consistent with past practice) on behalf of the Aspen Companies, during the period from the Effective Date to the Closing Date, inclusive. If the total in (i) above is greater than the total in (ii) above, Aspen Youth or Parent, as applicable, shall reimburse Buyer for the amount of the difference. If the total in (ii) above is greater than the total in (i) above, Buyer shall reimburse Aspen Youth for the amount of the difference. Aspen Youth shall continue to provide such reports to Buyer from time to time until twenty (20) days after the six month anniversary of the Effective Date. Buyer shall have a ten (10) day period to review each such report and during such period Buyer shall be permitted, at reasonable times and upon reasonable notice, to examine the financial books and records of the Aspen Youth, Parent and their Related Parties pertaining to such reports. If Buyer does not object to the interim period true-up report within the ten (10) day review period, Aspen Youth’s interim period true-up report shall be final, conclusive and binding upon the parties. Any payments made under this Section 9.14 shall be made in immediately available funds and payment shall be made within three (3) business days of a final determination of such interim period true-up. Any disputes between Buyer and Aspen Youth with respect to the interim period true-up report shall be resolved by the Accounting Firm pursuant to the procedures set forth in Section 2.2.3.6. Parent and Aspen Youth shall promptly deliver any payments made to the Aspen Companies that are received by Parent or Aspen Youth or a...
Sample 1

Related to Interim Period True-Up

  • Interim Period During the period between the Effective Date and the Closing Date (“Interim Period”),

  • End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) each of its fiscal years to end on December 31 of each year and (ii) its fiscal quarters to end on March 31, June 30, September 30 and December 31, respectively, of each year.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • HSR Waiting Period The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

  • Fiscal Year; Fiscal Quarter The Borrower shall not change its fiscal year or any of its fiscal quarters, without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

  • End of Fiscal Years The Parent and the Borrower will maintain their fiscal year ends as in effect on the Effective Date.

  • CONTRACT YEAR The first Contract Year is the period of time ending on the first contract anniversary. Subsequent Contract Years are the annual periods between contract anniversaries.

  • Waiting Period The waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated or the Parties shall have otherwise complied with the HSR Act.

  • Annual Accounting Period The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Member, subject to the requirements and limitations of the Code.

  • Calendar Year The term “

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