OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES Without limiting any other remedy available to any Purchaser, Contractor shall (a) reimburse Purchasers for any overpayments inconsistent with the terms of this Contract or Purchase Orders placed thereunder, at a rate of 125% of any such overpayments, found as a result of the examination of Contractor’s records; and (b) reimburse Enterprise Services for any underpayment of vendor management fees, at a rate of 125% of such fees found as a result of the examination of Contractor’s records (e.g., if Contractor underpays the Vendor Management Fee by $500, Contractor would be required to pay to Enterprise Services $500 x 1.25 = $625); Provided, however, that, in the event Contractor timely discovers and corrects any Purchaser overpayment or Contractor underpayment of vendor management fees and does so prior to the initiation of any audit, Contractor shall be entitled to reimburse Purchaser or pay to Enterprise Services the actual amount of such Purchaser overpayment or such underpayment of vendor management fees.
Allocation of Purchase Price (a) The Buyer shall allocate the Estimated Purchase Price, together with liabilities that are deemed to be assumed for U.S. federal income tax purposes (the "Allocation"), among the assets owned by Ravenswood and the Shares in accordance with section 1060 of the Code and the Treasury Regulations thereunder (or any similar provision of local or state Tax Law) and shall submit the proposed Allocation to the Seller not later than thirty (30) days after the Closing Date. If there is any adjustment to the Purchase Price, the Buyer shall modify the Allocation by allocating such adjustment in accordance with section 1060 of the Code and the Treasury Regulations thereunder (or any similar provision of local or state Tax Law) and shall submit the new proposed Allocation to the Seller within sixty (60) days after such adjustment. If, within twenty (20) days after the receipt of the proposed Allocation, the Seller notifies the Buyer in writing that the Seller disagrees with the proposed Allocation, then the Buyer and the Seller shall attempt in good faith to resolve their disagreement within thirty (30) days following the Seller's notification to the Buyer of such disagreement. If the Seller does not so notify the Buyer within twenty (20) days after receipt of the proposed Allocation, or upon resolution of the dispute by the Seller and the Buyer, the proposed Allocation shall become the final Allocation. In the event the Buyer determines that it would like to make an election under section 338(h)(10), the Seller and the Buyer shall, at the same time and subject to the same constraints set forth above pursuant to the allocation under section 1060 of the Code, allocate the "adjusted deemed sale price" among the assets of Services in accordance with section 338 of the Code and the Treasury Regulations promulgated thereunder. The term "adjusted deemed sale price" shall be based on the allocation of the Purchase Price to the Shares as set forth above and shall otherwise be determined in accordance with section 338 of the Code and the Treasury Regulations promulgated thereunder.
Taxation of Purchases All State purchases must be invoiced tax free. An exemption certificate will be furnished upon request with respect to otherwise taxable items.
THE PURCHASER AND PAYMENT OF PURCHASE PRICE 8.1 Immediately after the fall of the hammer and upon being declared the successful purchaser of the Property, the Purchaser shall execute the memorandum attached hereto (`the Memorandum’).
Repayment of Overpayments 17.1 Any salary overpayments will be repaid to the employer within a reasonable period of time.
Term of Purchased Subscriptions The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any renewal term will increase by up to 7% above the applicable pricing in the prior term, unless Xxxxxx provides Customer notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Xxxxxx’x applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in repricing at renewal without regard to the prior term’s per-unit pricing.
Overpayments Contractor promptly shall refund to Purchaser the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) calendar days of written notice to Contractor; Provided, however, that Purchaser shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely refunds of overpayment(s) (either directly or by credit memo), Contractor shall pay Purchaser interest at the rate of one percent (1%) per month on the amount overdue thirty (30) calendar days after notice to Contractor.
