Reconciliation of Cash Sample Clauses

Reconciliation of Cash. The Parties shall perform a cash reconciliation with respect to the period between the Transfer Date and the Closing (the “Interim Period”) in accordance with this Section 2.3. In the event that the total amount of cash receipts obtained by all Selling Entities and Transferred Subsidiaries in respect of the Business during the Interim Period (the “Cash Receipts”) is greater or less than the total cash disbursements made by all Selling Entities and Transferred Subsidiaries in the aggregate in respect of the Business during the Interim Period (the “Cash Disbursements”) (the amount of such difference is referred to as the “Cash Difference”) (a) UNOVA shall pay the Cash Difference to Purchaser (if the Cash Receipts are greater than the Cash Disbursements), or (b) Purchaser shall pay the Cash Difference to UNOVA (if the Cash Receipts are less than the Cash Disbursements). On the date of delivery of the Preliminary Closing Balance Sheet, UNOVA shall deliver to Purchaser a statement setting forth Seller’s calculation of the Cash Difference (the “Preliminary Cash Difference”). Purchaser shall accept, object to or be deemed to have accepted the Preliminary Cash Difference at the same time and in the same manner as it responds to the Preliminary Closing Balance Sheet. Payment of the Cash Difference shall be made in cash or by wire transfer within 30 days of final determination of the Cash Difference. (Article 3 follows)
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Reconciliation of Cash. Buyer and Seller shall perform a cash reconciliation with respect to the period between the Transfer Date and the Closing Date (the "Interim Period"), in accordance with this Section 2.3. In the event that the amount of cash receipts obtained by Seller or any Selling Subsidiary in respect of MTG, UK Subsidiary, Korean Subsidiary or Factory Power during the Interim Period (the "Cash Receipts") is greater or less than the cash disbursements made by Seller or any Selling Subsidiary in respect of MTG, UK Subsidiary, Korean Subsidiary or Factory Power during the Interim Period (the "Cash Disbursements") (the amount of such difference is referred to as the "Cash Difference") (i) Seller shall pay the Cash Difference plus applicable interest to Buyer (if the Cash Receipts are greater than the Cash Disbursements), or (ii) Buyer shall pay the Cash Difference plus applicable interest to Seller (if the Cash Receipts are less than the Cash Disbursements). On the date of delivery of the Preliminary Closing Balance Sheet, Seller shall deliver to Buyer a statement setting forth Seller's calculation of the Cash Difference (the "Preliminary Cash Difference"). Buyer shall accept, object to or be deemed to have accepted the Preliminary Cash Difference at the same time and in the same manner as it responds the Preliminary Closing Balance Sheet. Payment of the Cash Difference, plus interest thereon from the Closing Date to the date of payment at the Purchase Price Adjustment Interest Rate, shall be made at the same time and in the same manner as payment of the Adjustment. (Article 3 follows)
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Reconciliation of Cash a cash reconciliation report tracking all transactions affecting cash between the beginning and ending cash balances;
Sample 1
Reconciliation of Cash. On the Closing Date, but prior to the Closing, the US Seller shall prepare and deliver to the US Buyer a good faith estimate of the Book Cash of the US Company (the "Estimated US Book Cash") as of the Closing Balance Sheet Determination Date. At the Closing, the US Buyer shall deliver to US Seller, via wire transfer of immediately available funds to an account specified by US Seller no less than five (5) Business Days prior to Closing, an amount equal to the Estimated US Book Cash. Within ten (10) days following the final determination of the Closing Balance Sheets, if the difference between the Book Cash of the US Seller set forth on the US Closing Balance Sheet and the Estimated US Book Cash is:
Sample 1
Reconciliation of Cash. Transactions shall be made for the quarter just-ended to make the same determination described in Section 4(a)(ii) above, and (2) a full Fiscal Year Reconciliation also shall be made based on the Fiscal Year end numbers reflecting for such Fiscal Year (or portion thereof) all Revenue earned, all distributions from the NU Account made, including all Priority Payments and Contributor Fees, all advances made by Contributor as Short Term Advances, as the Immediate Advance or as the Priority Payment Differential, all Deposit Credits applied pursuant to Section 5 (Application of Deposit Credits) below, all Support Costs paid by Contributor with its own funds, all Academic Costs incurred by New University (and the applicable NU Costs Cap on such Academic Costs), all Support Costs incurred by Contributor (and the applicable Contributor Costs Cap on such Support Costs), all other payments made to either Party and such other information as the Parties require in order to determine if each of New University and Contributor received the accurate amount of funds due it pursuant to the terms of this Exhibit F (“Year End Reconciliation”). Based on the Year End Reconciliation, the Parties shall “true-up” all payments made pursuant to this Exhibit F during the Fiscal Year just-ended in order to assure that each Party receives the amounts to which it is entitled under the Distribution Waterfall and, to the extent either Party has received Excess Payments such Excess Payments shall be repaid pursuant to Section 1(d) (Excess Payments) of this Exhibit F.
Sample 1

Related to Reconciliation of Cash

  • Reconciliation In the event that the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporate Taxpayer and such Member and may be entered and enforced in any court having jurisdiction.

  • Annual Reconciliation Landlord shall, within one hundred twenty (120) days after the end of each fiscal year, deliver to Tenant a reasonably detailed statement of the actual amount of Operating Costs for such fiscal year (“Year End Statement”). Failure of Landlord to provide the Year End Statement within the time prescribed shall not relieve Tenant from its obligations hereunder, provided, however, Landlord shall be deemed to have waived any costs actually incurred but not billed to Tenant within two (2) years after the end of the fiscal year in which such cost was incurred by Landlord. If the total of such monthly remittances on account of any fiscal year is greater than Tenant’s Share of Operating Costs actually incurred for such fiscal year, then, provided no Event of Default nor any event which, with the passage of time and/or the giving of notice would constitute an Event of Default, is then continuing (it being understood and agreed that if Tenant cures any default(s) within the applicable cure period(s) provided in Section 20 below, then Tenant shall thereafter be entitled to take such credit), Tenant may credit the difference against the next installment(s) of additional rent on account of Operating Costs due hereunder, except that if such difference is determined after the end of the Term, Landlord shall refund such difference to Tenant within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If the total of such remittances is less than Xxxxxx’s Share of Operating Costs actually incurred for such fiscal year, Tenant shall pay the difference to Landlord, as additional rent hereunder, within thirty (30) days of Tenant’s receipt of an invoice therefor. Xxxxxxxx’s estimate of Operating Costs for the next fiscal year shall be based upon the Operating Costs actually incurred for the prior fiscal year as reflected in the Year-End Statement plus a reasonable adjustment based upon estimated increases in Operating Costs, if any. The provisions of this Section 5.2(d) shall survive the expiration or earlier termination of this Lease.

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