Recomputation. If Seller, and if applicable, any Third Party Investor(s), is claiming more Section 45 Credits than the amount that Purchaser determines to be appropriate, then for purposes of this Section 3.2, Purchaser may elect to have the Sunoco Realized Value, and if applicable, the Other Realized Value, determined based on such lower amount of Section 45 Credits (such lower amount referred to as the “Recomputed Section 45 Credit Amount”). If there is a later reduction in any Section 45 Credits claimed by Seller or any Third Party Investor, then Purchaser’s liability under Section 3.3(d) shall be determined only with respect to such reduction below the Recomputed Section 45 Credit Amount. Seller has no obligation to Purchaser under this Section 3.2 to the extent the amount of Section 45 Credits actually allowed exceed the Recomputed Section 45 Credit Amount.
Recomputation. 6.5.1. Tender or acceptance of any payment made pursuant to Article 5 and/or 6 herein shall not be construed as an accord that the amount paid is correct, nor shall such acceptance of payment be construed as a release of any claim that the Issuing Authority may have for additional sums. All amounts shall be subject to audit and recomputation by the Issuing Authority pursuant to this Section 6.5.
6.5.2. If the Issuing Authority has reason to believe that any such payment is incorrect, it shall notify the Licensee thereof in writing within ninety (90) business days after receiving such payment. The Licensee shall then have ninety (90) business days after receipt of such notice to provide the Town with additional information documenting the accuracy of such payment. In the event that the Issuing Authority does not reasonably believe that such documentation supports the accuracy of such payment, then the Issuing Authority may conduct an audit of such payment, provided that the Issuing Authority shall be limited to one audit every three years during the term of this Final License, which audit shall be applicable to the previous three (3) year period in accordance with Section 6.4 above. The Issuing Authority shall not conduct a “success based” audit. If, after such audit and recomputation, the Issuing Authority determines that an additional fee is owed to the Town, then the Licensee shall be provided with a reasonable opportunity to review the results of such audit and to dispute any audit results, and shall pay any such undisputed amounts within thirty (30) business days after completion of such review, together with any applicable late charges calculated pursuant to Section 5.6 above.
Recomputation. (a) In the event that the Issuing Authority receives a License Fee pursuant to Section 7.1(b) herein, tender or acceptance of any payment shall not be construed as an accord that the amount paid is correct, nor shall such acceptance of payment be construed as a release of any claim that the Town may have for additional sums including interest payable under this Section 7.5. All amounts paid shall be subject to audit and recomputation by the Town, which shall be based on the Licensee's fiscal year and shall occur in no event later than one (1) year after the License Fees are tendered with respect to such fiscal year.
(b) If the Issuing Authority has reason to believe that any such payment(s) are incorrect, the Licensee shall have ten (10) days to provide the Town with additional information documenting and verifying the accuracy of any such payment(s). In the event that the Issuing Authority does not believe that such documentation supports the accuracy of such payment(s), the Issuing Authority shall conduct an audit of such payment(s). If, after such audit and recomputation, an additional fee is owed to the Town, such fee shall be paid within thirty (30) days after such audit and recomputation, and the Licensee shall contribute to the costs of such audit up to the amount determined by such audit to be due and payable. The interest on such additional fee shall be charged from the due date at the rate of two percent (2%) above the Prime Rate during the period that such additional amount is owed. If, after such audit and recomputation, the Licensee has overpaid, such overpayment shall be credited against the next License Fee payment to the Town, without interest charges of any kind.
Recomputation. Except to the extent expressly set forth in the Lease (as amended hereby) to the contrary, upon Lessee’s leasing of Xxxxxxxx Xx. 0 XXXX Xxxxx, the rentable area of the Demised Premises and term “Demised Premises” shall be deemed amended to include such Addendum No. 5 ROFO Space and Lessee’s proportionate share and all other computations made under the Lease (as amended hereby) based upon or affected by the rentable area of the Demised Premises shall be recomputed to include such Xxxxxxxx Xx. 0 XXXX Xxxxx; provided that, the computation of the square footage of the Addendum No. 5 ROFO Space shall be based on BOMA.
Recomputation. Upon the expiration or the termination of the right to exercise, convert or exchange any Convertible Security or Option the issuance of which resulted in an increase in the Dilution Factor pursuant to this Section 5.7, the Dilution Factor shall be recomputed to reflect the issuance of only the number of membership interests having Points (and Convertible Securities which remain convertible into such membership interests) actually issued upon the exercise, conversion or exchange of such Options or Convertible Securities.
Recomputation. Tender or acceptance of any payment by or on behalf of the Licensee, including, but not limited to, payments pursuant to Sections of Articles 6, 7 and 8 of this Final License and Section 10.2 infra, shall not be construed as an accord that the amount paid is correct, nor shall such acceptance of payment be construed as a release of any claim that the Town or its designee may have for additional sums. All amounts paid shall be subject to audit and recomputation by the Town. If the Issuing Authority has reason to believe that any such payment(s) are incorrect, the Licensee shall have twenty (20) days after a request from the Issuing Authority to provide the Town with additional information documenting and verifying the accuracy of any such payment(s). In the event that the Issuing Authority does not believe that such documentation supports the accuracy of such payment(s), the Issuing Authority shall conduct an audit of such payment(s). If, after such audit and recomputation, an additional fee or payment is owed to the Town or its designee, such fee with interest thereon shall be paid within thirty (30) days after such audit and recomputation. The Licensee shall contribute to the costs of such audit up to the amount determined by such audit to be due and payable. The interest on such additional fees shall be charged from the due date during the period that such additional amount is owed. If after inspection, the Licensee has overpaid, such overpayment shall be credited against the next payment to the Access Corporation, without interest charges of any kind.
Recomputation. Tender or acceptance of any payment shall not be construed as an accord that the amount paid is correct, nor shall such acceptance of payment be construed as a release of any claim that the Issuing Authority may have for additional sums including interest payable under this Article 6. Not more than once a year, upon reasonable advance notice, the Issuing Authority and/or an independent certified public accountant hired by the Issuing Authority shall have the right to inspect any records relating to Gross Annual Revenues, as defined herein, in order to establish the accuracy of the payments tendered hereunder. If, after such inspection, an additional payment is owed, such payment shall be paid within thirty (30) days after any recomputation. The interest of such additional payment shall be charged from Prime Rate during the period that such additional amount is owed. If, after such inspection, the Licensee has overpaid, such overpayment shall be credited against the next semi-annual payment, without interest charges of any kind.
Recomputation. If, for any Applicable Taxable Year, the Tax liability of any member of the EFH Group or Oncor Holdings Group is redetermined as a result of a Final Determination, whether as a result of a refund (including a refund resulting from a carryback), an Internal Revenue Service adjustment or otherwise, the payment obligations of the Parties pursuant to the terms of this Agreement, or, with respect to Applicable Taxable Years that ended prior to the date of this Agreement, the payment obligations as determined in accordance with prior practice, shall be redetermined by EFH in a reasonable manner, and either EFH, Minority Investor, Management Investor, Oncor Holdings and/or Oncor, as the case may be, shall make an adjusting payment to the other in the amount required such that, for such taxable year (and for each other Applicable Taxable Year), the payments made by Oncor Holdings and Oncor equals the Oncor Holdings Excess Separate Tax Liability and the Oncor Separate Tax Liability, respectively (taking into account the correlative effects of such redetermination). Any payment required to be made to (or by) Oncor under this Section 8 which relates to Taxes described in Section 6(a) with respect to the Oncor Separate Tax Liability shall be made by (or to) EFH, Minority Investor and Management Investor in accordance with their Sharing Percentages for the Applicable Tax Year with respect to which the Tax liability of Oncor is redetermined as a result of such Final Determination, and any payment that relates to Taxes described in Section 6(b)(ii) shall be made by EFH.
Recomputation. If, for any Taxable year to which this Agreement applies, the Tax liability shown on a Return of Hxxxxx or the Company is redetermined, whether as a result of a refund (including a refund resulting from a carryback), an adjustment pursuant to an audit by a Tax authority or otherwise, the payment obligations of the parties pursuant to the terms of this Agreement shall be redetermined by Hxxxxx and the Company, and Hxxxxx or the Company, as the case may be, shall make an adjusting payment to the other in the amount required to comply with the terms of this Agreement.
Recomputation. Except to the extent expressly set forth in this Lease to the contrary, upon Tenant’s leasing of ROFR Space, the terms “Area of the Premises” and the “Premises” shall be deemed amended to include such ROFR Space and Tenant’s Share and all other computations made under this Lease based upon or affected by the rentable area of the Premises shall be recomputed to include such ROFR Space.
