Post-Closing Reconciliation Process Sample Clauses

Post-Closing Reconciliation Process. Within 60 days after each Closing Date, representatives of Buyer shall prepare and deliver to Seller a proposed initial statement of reconciliation itemizing the following with respect to the subject Properties: (i) all costs, charges and expenses paid by one party with respect to the Property that are properly allocable to the other party; and (ii) all resident rents and service fees actually collected by either party with respect to the Property (the "Initial Reconciliation") and to whom such fees should be properly allocated. The Initial Reconciliation shall include appropriate detail to identify the items being adjusted. A final reconciliation of all expenses, costs, charges, service fees and resident rents shall be prepared by Buyer and delivered to Seller within 90 days after each Closing Date (the "Final Reconciliation") with respect to the subject Properties. Throughout the period leading up to the Initial Reconciliation and the Final Reconciliation, each party shall provide to the other party any information it may receive regarding the revenue and expense items described in subparagraphs (i) and (ii) of this Section. The Final Reconciliation shall appropriately reflect the net amount owed to Buyer or to Seller as a result of such reconciliation. After approval by both parties of the Final Reconciliation, the party determined to owe cash as a result of such Final Reconciliation shall promptly pay such cash to the other party. This Article 13 will survive the Closing.
Sample 1
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Post-Closing Reconciliation Process. Within ninety (90) days after the Closing Date (or with respect to taxes, promptly after the date that the new tax rate is fixed), Purchaser and Seller shall jointly prepare a proposed initial statement of reconciliation itemizing the following: (i) all costs, charges and expenses paid by one party with respect to the Properties that are properly allocable to the other party; and (ii) all service fees actually collected by either party with respect to the Properties (the “Initial Reconciliation”) and to whom such fees should be properly allocated. The Initial Reconciliation shall include appropriate detail to identify the items being adjusted. A proposed final reconciliation of all expenses, costs, charges, and service fees shall be jointly prepared by Purchaser and Seller within one hundred twenty (120) days after the Closing Date (or with respect to taxes, thirty (30) days after the new tax rate is fixed, the “Final Reconciliation”). Throughout the period leading up to the Initial Reconciliation and the Final Reconciliation, each party shall provide to the other party any information it may receive regarding the revenue and expense items described in subparagraphs (i) and (ii) of this Section 20(c)(ix). The Final Reconciliation shall appropriately reflect the net amount owed to Purchaser or to Seller as a result of such reconciliation. After approval by both parties of the Final Reconciliation, the party determined to owe cash as a result of such Final Reconciliation shall promptly pay such cash to the other party. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Section 20(c)(ix) within thirty (30) days following the Final Reconciliation date, upon application by any such party, a certified public accountant reasonably acceptable to the parties shall determine any such adjustments which have not theretofore been agreed to between such parties. The fees and expenses of the accountants shall be borne one-half each by Seller and Purchaser.
Sample 1
Post-Closing Reconciliation Process. (a) Within 5 days prior to the Closing, the Company will deliver to Nokia an estimated statement prepared as of May 31, 2006 (the “Pre-Closing Estimated Statement”) setting forth the amount of any (a) unbilled accounts receivables relating to work, services, or materials performed or provided prior to the Closing to be retained by the Company, (b) the amount of the Transferred Accounts Receivables, (c) Prepaid Items, (d) purchase orders relating to work-in-progress that Company has assumed to be partially complete and (e) any accrued and unpaid expenses relating to the Transferred Agreements prior to the Closing. (b) Within 15 days after the Closing, the Company will deliver to Nokia an estimated statement prepared as of the Closing Date (the “Closing Date Estimated Statement”) setting forth the items listed in Section 3.2(a) and using the same methods of calculation used to compile the Pre-Closing Estimated Statement. Company will also deliver any supporting documentation reasonably requested by Nokia. Prior to the payment of any amounts under Section 3.1(b)(ii), the Parties will meet in good faith to discuss the amounts set forth in the Closing Date Estimated Statement and, if the Parties cannot mutually agree on such amounts, no payments will be made by a Party pursuant to Section 3.1(b)(ii) and the Final Closing Statement (as defined below) will be used by the Parties to determine any applicable payments to be made by the Parties pursuant to Section 3.1(b) and this Section 3.2(b). (c) In addition, within 90 days after Closing, the Company will deliver a statement prepared as of the Closing Date setting forth the items included in the Pre-Closing Estimated Statement and Closing Date Estimated Statement (the “Final Closing Statement”) setting forth the items listed in Section 3.2(a) and using the same methods of calculation used to compile the Pre-Closing Estimated Statement and Closing Date Estimated Statement. Upon delivery of the Final Closing Statement to Nokia, Nokia will have thirty (30) days to review the Final Closing Statement and inform the Company of any disputes Nokia has with respect to the Final Closing Statement. If Nokia disputes any items set forth in the Final Closing Statement, the Parties will meet within thirty (30) days thereafter in an effort to settle such dispute. If the Parties are unable to settle such dispute, then an outside certified public accounting firm will review the Final Closing Statement and such the accounting firm’...
Sample 1

Related to Post-Closing Reconciliation Process

  • Contract Reconciliation Grantee, within 45 calendar days after the end of each fiscal term year, will submit to the System Agency email box, XxxxxxxxxXxxxx.Xxxxxxxxx@xxxx.xxxxx.xx.xx, financial and reconciliation reports required by System Agency in forms as determined by System Agency.

  • Account Reconciliation You will verify and reconcile any out-of-balance condition, and promptly notify the Credit Union of any errors within the time periods established in the Membership and Account Agreement after receipt of your account statement. If notified within such period, the Credit Union shall correct and resubmit all erroneous files, reports, and other data at the Credit Union's then standard charges, or at no charge, if the erroneous report or other data directly resulted from the Credit Union's error.

  • Estimates and Reconciliation of Estimates Where estimated expenditures are used to determine the amount of the drawdown, the State will indicate in the terms of the State unique funding technique how the estimated amount is determined and when and how the State will reconcile the difference between the estimate and the State's actual expenditures.

  • Reconciliation and Final Payment Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

  • Waiver of Inventory, Accounting and Appraisal Requirement The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee file any inventory, accounting or appraisal of the Trust with any court, agency or body at any time or in any manner whatsoever.

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

  • Annual Reconciliation As soon as practicable after the end of each calendar year, Landlord shall prepare and forward to Tenant a statement of the actual Operating Expenses and Common Area Maintenance Expenses for such year. If the total amount Tenant actually paid for estimated Operating Expenses and Common Area Maintenance Expenses is less than Tenant’s Proportionate Share of the Building of the actual Operating Expenses, and Tenant’s Proportionate Share of Common Area Expenses, Tenant shall pay to Landlord as Additional Rent, in one lump sum, the difference between the total amount actually paid by Tenant and the amount Tenant should have paid pursuant to subparagraph (b)(2) above; this lump sum payment shall be made within thirty (30) days of receipt of Landlord’s xxxx therefor; or if the total amount Tenant actually paid for such estimated Operating Expenses and Common Area Maintenance Expenses is more than Tenant’s Proportionate Share of the actual amounts of the expenses, then Landlord shall remit the excess to Tenant within thirty (30) days of making such determination. Tenant’s obligation to pay any increase due over the prior year’s actual Operating Expenses (excluding utilities and snow removal which shall not be subject to the cap), for any calendar year shall be limited to a per annum cumulative increase of five percent (5%), compounded annually. Increases in Taxes and Insurance, set forth in paragraph 4(c) shall not be subject to any limit or “cap”. By way of example only, if the portion of Operating Expenses which is subject to the foregoing limitation (collectively, “Controllable Operating Expenses”) shall be equal to $5.00 per rentable square foot in calendar year 2004, Tenant’s Proportionate Share of those Controllable Operating Expenses may not exceed $5.25 in calendar year 2005, Further, if Tenant’s Proportionate Share of those Controllable Operating Expenses in 2005 equals $5.20 per rentable square foot, then Tenant’s Proportionate Share of Controllable Operating Expenses in 2006 shall not exceed $5.56 (i.e., $5.25 x 1.05 + the cumulative carry forward of $.05 since Tenant’s Proportionate Share of those Controllable Operating Expenses in 2005 was $.05 less than the applicable cap).

  • Reconciliation Statements if, as a result of any change in accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Company and its Subsidiaries delivered pursuant to subdivisions (i), (ii), (iii) or (xiii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then (a) together with the first delivery of financial statements pursuant to subdivision (i), (ii), (iii) or (xiii) of this subsection 6.1 following such change, consolidated financial statements of Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (i), (ii), (iii) or (xiii) of this subsection 6.1 following such change, a written statement of the chief accounting officer or chief financial officer of Company setting forth the differences which would have resulted if such financial statements had been prepared without giving effect to such change;

  • Production Report and Lease Operating Statements Within 60 days after the end of each fiscal quarter, a report setting forth, for each calendar month during the then current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month.

  • Sick Leave Verification Process a. The new school district shall provide the employee with the necessary verification form at the time the employee receives confirmation of employment in the school district. b. An employee must initiate the sick leave verification process and forward the necessary verification forms to the previous school district(s) within ninety (90) days of commencing employment with the new school district. c. The previous school district(s) shall make every reasonable effort to retrieve and verify the sick leave credits which the employee seeks to port.

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