Prior Period Adjustments. (i) Each Member holding Units in a given Series shall either (A) pay (if a former Member) or (B) permit (if still a Member) the Sponsor to deduct from the Capital Account(s) of the Units held by such Member by Redeeming Units, the amount of any Prior Period Adjustment that the Sponsor determines to be due from such Member or former Member with respect to such Series. With regard to each Series, if a Prior Period Adjustment (or portion thereof) can be specifically identified as attributable to a Member or a former Member of such Series, then the Sponsor shall use reasonable efforts to allocate such Prior Period Adjustment to, and collect such Prior Period Adjustment from, such Member (by Redemption of Units or otherwise) or former Member. The Sponsor shall use reasonable efforts to allocate each Prior Period Adjustment to the current or former Members (each, a “Prior Period Member”) which were Members during the Accounting Period(s) to which such Prior Period Adjustment relates in accordance with the number of Units of such Series which such current or former Member then held. For the avoidance of doubt, each Prior Period Member shall be liable for such portion of each such Prior Period Adjustment as is proportionate to such Prior Period Member’s Units or average Units outstanding, as compared to the total Units or average total Units outstanding, for the relevant prior Accounting Period(s);
(ii) In no event shall any provision of this Section 3.10 require any Member or former Member to make a Capital Contribution to repay to the Platform any amounts in excess of the Redemptions or Distributions made to such Member or former Member with respect to the Series in question (and, for the avoidance of doubt, not with respect to any other Series).
(b) Any portion of a Prior Period Adjustment that cannot, as determined by the Sponsor, practicably be collected from Prior Period Members shall be allocated equally among all Units of the affected Series outstanding during the then current Accounting Period.
(c) The Sponsor may, but shall have no obligation to, take, at the expense of the affected Series, any action which the Sponsor may deem necessary or advisable in an attempt to collect the amount of any Prior Period Adjustment, as well as the costs and expenses related to such collection, from the affected Prior Period Members. In no event shall the Sponsor be liable for any failure of the Platform or the affected Series to receive Prior Period Adjustments from a P...
Prior Period Adjustments. After Closing, both MAP and Plains shall have the continuing obligation to remit to the other any Prior Period Adjustments to which the other is entitled.
Prior Period Adjustments. The Shareholder shall have the right to contest any adjustment that increases the liability of the Company or the Shareholder for taxes which arose during the period or periods ending on or prior to the Closing Date (including federal income taxes (and state or local income taxes in states which tangible personal property or real property of the Company is located) attributable to gain realized by the Company as a result of the purchase and sale of the Shares pursuant hereto and the making of the joint election by the Shareholder and Buyer under Section 338(h)(10) of the Code (and by the Buyer under Section 338(g) of the Code but only to the extent it is required for the election under Section 338(h)(10) of the Code)). The Buyer agrees to cooperate or cause the Company to cooperate in the negotiation, settlement or litigation of any such adjustment. All decisions with respect to the negotiation, settlement or litigation of any such adjustment shall be made by the Shareholder and shall be binding upon the Buyer. All expenses to contest such adjustment on behalf of the Company shall be borne by the Shareholder. Any indemnity payable by the Shareholder to the Buyer or the Company pursuant to this Section 5.5(D) shall be payable within 10 days of the Buyer's and/or the Company's request therefor, which request shall be no sooner than within 20 days of the required remittance to the tax authority. The parties agree that any payment made pursuant to this Section 5.5(D) shall be deemed an adjustment to the Purchase Price hereunder.
Prior Period Adjustments. A prior period adjustment is a change in the Rebate Payment based on a Manufacturer's/Labeler’s revised AMP or Best Price data for a prior rebate period after that rebate period's pricing data have been submitted to HHSC. The Manufacturer/Labeler must submit changes to the AMP or Best Price within three (3) years 12 Quarters) from the date that the prior rebate period’s data are due.
Prior Period Adjustments. The deadline for closing measurement data shall be no later than 5 Business Days after the month of flow. Any measurement data or corrections received by ELC (including corrections to allocations) after it has closed the previous month of flow shall be handled as a prior period adjustment. ELC shall only process late measurement data or corrections of measurement errors for Days that the correction is greater than 10 Dth. The corrections shall be made as soon as practicable but no later than 6 months after the applicable month of flow in question and shall be made to the month of flow for allocation and billing purposes. If Customer disputes the measurement adjustment, it will have 3 months after the prior period adjustment is made to provide information that rebuts the adjustment. Excluding government required rate changes and as otherwise provided herein, no prior period adjustments of any kind shall be made after 6 months following the invoiced month for transportation, storage or pooling services. These deadlines do not apply in the case of deliberate omission or misrepresentation or mutual mistake of fact. The parties’ other statutory or contractual rights shall not be diminished by this provision. The Parties will mutually agree on commissioning and start-up procedures as provided in Section 8.04 to the Agreement. Such Commissioning and Start-up Procedures shall include the Commissioning Period and the Start-Up Period. IN WITNESS WHEREOF, ELC and Customer have caused this Adoption and Ratification Certification to be duly executed by its authorized representative and delivered as of the date first written above. Reference is hereby made to the Liquefaction Services Agreement, dated as of January 25, 2013 (the “Agreement”), by and between Xxxx Liquefaction Company, L.L.C., a Delaware limited liability company (“ELC”) and Shell NA LNG, LLC, a [_______] company (“Customer”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement. Pursuant to Section 8.04 of the Agreement, the Parties hereby agree that further engineering and development regarding the ELC Liquefaction Facilities have occurred and that the specifications and ranges of operation of the Liquefaction Units to be set forth in the Performance Standards in Exhibit B and to be described as LDQ in Exhibit C, the measurement and testing provisions in Exhibit G, as well as the commissioning and start-up procedures to be set forth in Exhibit H ha...
Prior Period Adjustments. The deadline for closing measurement data shall be no later than 5 Business Days after the month of flow. Any measurement data or corrections received by ELC (including corrections to allocations) after it has closed the previous month of flow shall be handled as a prior period adjustment. ELC shall only process late measurement data or corrections of measurement errors for Days that the correction is greater than 10 Dth. The corrections shall be made as soon as practicable but no later than 6 months after the applicable month of flow in question and shall be made to the month of flow for allocation and billing purposes. If Customer disputes the measurement adjustment, it will have 3 months after the prior period adjustment is made to provide information that rebuts the adjustment. Excluding government required rate changes and as otherwise provided herein, no prior period adjustments of any kind shall be made after 6 months following the invoiced month for transportation, storage or pooling services. These deadlines do not apply in the case of deliberate omission or misrepresentation or mutual mistake of fact. The parties’ other statutory or contractual rights shall not be diminished by this provision. The Parties will mutually agree on commissioning and start-up procedures as provided in Section 8.04 to the Agreement. Such Commissioning and Start-up Procedures shall include the Commissioning Period and the Start-Up Period.
Prior Period Adjustments. Any imbalances for a month that are booked after the transportation for that month has been billed will be cashed out at 100% of the AMIP in effect during the month the imbalance occurred.
Prior Period Adjustments. After Closing, Seller shall handle all joint interest audits and other audits of Property Expenses covering only the period prior to the Effective Time and Buyer shall handle all joint interest audits and other audits of Property Expenses covering any other period; provided, that Buyer shall not agree to a compromise of any audit claims to which Seller would be entitled, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Upon determination that any adjustment to accounting or payments for the period prior to the Effective Time should be made, Seller shall notify Buyer or Buyer shall notify Seller, and within 60 days after notification, Buyer shall calculate the required adjustments (including information regarding any adjustments to suspense accounts) and any funds required for Buyer to make such payments, and notify Seller of amounts due from Seller. Within 30 days after notification, or 90 days after Seller first notifies Buyer of the final determination by Seller that an adjustment to accounting or payments for the period prior to the Effective Time should be made, whichever is later, Seller shall pay to Buyer such amounts it owes, plus any interest due. Without limiting the Parties’ rights under Section 2.3(h), following such payment by Seller, Seller shall have no further obligation or liability with respect to such adjustments to accounting or payments for the period prior to the Effective Time.
Prior Period Adjustments. Except for minor variations as agreed to by all affected parties, prior period measurement adjustments will be reflected on invoices, imbalance statements and allocation statements. Missing or late measurement data shall be estimated and actuals will be treated as a prior period adjustment, with the measuring party to provide the estimate. Measurement corrections shall be processed within 6 months of the end of the month in which the error occurred, with a 3 month rebuttal period. This provision does not apply in cases of deliberate omission, or misrepresentation, or mutual mistake of fact. No Party's other statutory or contractual rights are diminished by this provision.
Prior Period Adjustments. Disclose and describe any adjustments made to previously submitted financial statements including those adjustments that affect the current quarter’s financial statements. July 2012 Contract XT220 Requester's Org: _________________________________________________ Request Date: ______________________________________ Requester's Name: _______________________________________________ Requester's Phone: __________________________________ CARES Office: __________________________________________________ Mailed:____________ Faxed:____________ (check one) LOC Deadline First Name Last Name Date of Birth County of Residence Program Currently Enrolled In LOC Deadline - Enter the date by which the LOC redetermination is needed Received By: ____________________________________________ Received On: ____________________________________________ July 2012 Contract XT220 September 7, 2011 Last day HSAG will provide the Contractor with notification and instructions for submitting the two PIPs for annual notification. October 2011- February 2012 All PIPs are reviewed by HSAG March 14, 2012 The Contractor will receive the final draft validation report for review and comment regarding any needed corrections. April 2012 HSAG will send to the Contractor the final report. June 1, 2012 Submit current performance improvement projects (PIP) to the Department. September 27, 2011 The Contractor will submit to HSAG the completed ISCAT, attachments, source code and performance measures (using the performance measure rate reporting template) for Q1 (January through March) and Q2 (April through June). October 8, 2011-November 4, 2012 HSAG will schedule with the contract compliance audits within this time period. February 13, 2012 Q3 (May through August) and Q4 (September through December) performance measures rates and annual roll-up are due to HSAG. Mid- April 2012 Final reports will be available. July 2012 Contract XT220
