Reconciliation Payment Clause Samples
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Reconciliation Payment. (a) Within 28 days after the end of the Interim Period, Network Rail shall calculate whether a reconciliation payment is due to or from the Train Operator. In order to calculate such reconciliation payment, Network Rail shall compare (i) the sums paid by the Train Operator during the interim period, with (ii) the sums which would have been payable if the amendments required by either paragraphs 3.3(a) or (b) above had taken effect on the date(s) stipulated in the Proposed Review Notice, and shall provide to the Train Operator:
(i) a statement of the amount due to or from the Train Operator; and
(ii) such background data and workings as may reasonably be required for a proper understanding of the calculation.
(b) Within 14 days after the date upon which Network Rail shall have provided to the Train Operator the information referred to in paragraph 3.4(a) above, the Train Operator shall notify Network Rail of any aspects of the statement which it disputes, giving reasons for any dispute. Save to the extent that disputes are so notified, the Train Operator shall be deemed to have agreed the contents of the statement.
(c) If any dispute is notified under paragraph 3.4(b) above it shall be resolved according to the following procedure:
(i) within seven days of service of the relevant notice, the parties shall meet to discuss the disputed aspects with a view to resolving all disputes in good faith;
(ii) if, for any reason, within seven days of the meeting referred to in paragraph 3.4(c)(i) above, the parties are still unable to agree any disputed aspects, each party shall promptly and in any event within seven days prepare a written summary of the disputed aspects and the reasons for each such dispute and submit such summaries to the senior officer of each party;
(iii) within 28 days of the first meeting of the parties, the senior officers of the parties shall meet with a view to resolving all disputes; and
(iv) if no resolution results before the expiry of 14 days following that meeting, then either party may refer the matter for resolution in accordance with the ADRR.
(d) Within 28 days after the date upon which Network Rail shall have provided to the Train Operator the information referred to in paragraph 3.4(a) above (if not disputed) or 28 days of resolution or determination of any dispute in accordance with paragraph 3.4(c) above, any amount due shall be invoiced (or presented in a credit note, as the case may be) for payment, and payable, as provided unde...
Reconciliation Payment. Within [ * ] after the end of each of the first three Calendar Quarters and, for the last Calendar Quarter in a Calendar Year, within [ * ] after the end of such quarter, the Party that has incurred less than its share of such Development Costs shall make a reconciling payment to the other Party to achieve the appropriate allocation of Development Costs provided for in Section 3.7(a).
Reconciliation Payment. Within 28 days after the end of the Interim Period, Network Rail shall calculate whether a reconciliation payment is due to or from the Train Operator. In order to calculate such reconciliation payment, Network Rail shall compare (i) the sums paid by the Train Operator during the interim period, with (ii) the sums which would have been payable if the amendments required by either paragraphs 3.3(a) or (b) above had taken effect on the date(s) stipulated in the Proposed Review Notice, and shall provide to the Train Operator: a statement of the amount due to or from the Train Operator; and such background data and workings as may reasonably be required for a proper understanding of the calculation. Within 14 days after the date upon which Network Rail shall have provided to the Train Operator the information referred to in paragraph 3.4(a) above, the Train Operator shall notify Network Rail of any aspects of the statement which it disputes, giving reasons for any dispute. Save to the extent that disputes are so notified, the Train Operator shall be deemed to have agreed the contents of the statement. If any dispute is notified under paragraph 3.4(b) above it shall be resolved according to the following procedure:
Reconciliation Payment. The amounts resulting from the reconciliation calculation of the Pre-Tax Profit (Loss) Share under Section 7.7(c) shall be payable for each [***] after performance of such calculation as set forth in Section 7.7(c) by MorphoSys or, as applicable, by COMPANY, within [***] calendar days of receipt of a respective undisputed invoice of the other Party. All items of the Pre-Tax Profit (Loss) Share being part of the reconciliation calculation in currencies other than US dollars shall be converted into US dollars by using the average closing exchange rate reported by Bloomberg for the respective quarter.
Reconciliation Payment. Within 28 days after the end of the Interim Period, Network Rail shall calculate whether a reconciliation payment is due to or from the Train Operator. In order to calculate such reconciliation payment, Network Rail shall compare (i) the sums paid by the Train Operator during the Interim Period, with (ii) the sums which would have been payable if the amendments required by either paragraphs 4.1(a) or (b) above had taken effect on the date(s) stipulated in the Proposed Review Notice, and shall provide to the Train Operator:
Reconciliation Payment. Baxter agrees to pay OmniCell no later than December 31, 1999), the amount of $1,195,968.
Reconciliation Payment. Within five Business Days after Final Net Working Capital and Cash, Final Transaction Expenses, Final Funded Indebtedness and Final Pre-Closing Taxes become final and binding, the following will occur (with the payments in this Section 2.4(f) being made without interest by wire transfer of immediately available funds, and with any amount paid or disbursed to the Sellers under the following being allocated among the applicable Sellers as contemplated in Article 1).
(1) If the Estimated Cash Merger Consideration (as determined at Closing), minus (x) the amount, if any, by which the amount of Transaction Expenses included in the Final Transaction Expenses exceeds the Estimated Transaction Expenses minus (y) the amount, if any, by which the amount of Funded Indebtedness included in the Final Funded Indebtedness exceeds the Estimated Funded Indebtedness, is less than the cash portion of the Merger Consideration (as adjusted, if at all, under Section 2.4(e)) (with the amount by which such calculation is less than such cash portion of the Merger Consideration being the “Upward Reconciliation Amount”), then the following will occur:
(A) Buyer will pay, or cause to be paid, to the Paying/Escrow Agent pursuant to the Escrow Agreement an amount equal to the Upward Reconciliation Amount, and Buyer and the Sellers’ Representative will instruct the Paying/Escrow Agent to disburse such amounts to the Sellers (or to the Surviving Corporation with respect to the portion of such amount payable to the Optionee) pursuant to the Escrow Agreement (provided that each Seller must have theretofore delivered his, her or its Letter of Transmittal in order to receive such distribution); and
(B) Buyer and the Sellers’ Representative will cause an amount equal to the Post-Closing Adjustment Escrow Amount to be disbursed to the Sellers (or to the Surviving Corporation with respect to the portion of such amount payable to the Optionee, solely in his capacity as Optionee) pursuant to the Escrow Agreement (provided that each Seller must have theretofore delivered his, her or its Letter of Transmittal in order to receive such distribution).
(2) If the Estimated Cash Merger Consideration (as determined at Closing) minus (x) the amount, if any, by which the amount of Transaction Expenses included in the Final Transaction Expenses exceeds the Estimated Transaction Expenses minus (y) the amount, if any, by which the amount of Funded Indebtedness included in the Final Funded Indebtedness exceeds...
Reconciliation Payment. Within five Business Days after Final Transferred Inventory and Final Register Cash become final and binding on the Parties, the following will occur:
(1) if the Estimated Purchase Price (as paid at Closing but excluding components not paid at the Closing on the Closing Date as described in Section 2.3) is less than the Purchase Price (excluding components not paid at the Closing on the Closing Date as described in Section 2.3 and as adjusted, if at all, under Section 2.4(e)), then Buyer will pay to Sellers, in the aggregate, the amount of such difference, without interest, in cash, by wire transfer of immediately available funds; and
(2) if the Estimated Purchase Price (as paid at Closing but excluding components not paid at the Closing on the Closing Date as described in Section 2.3) is more than the Purchase Price (excluding components not paid at the Closing on the Closing Date as described in Section 2.3 and as adjusted, if at all, under Section 2.4(e)), then Sellers, in the aggregate, will pay to Buyer the amount of such excess, without interest, in cash, by wire transfer of immediately available funds.
Reconciliation Payment. Within five (5) Business Days after Final Tangible Net Assets becomes final and binding on the Parties, the following will occur (with the payments in this Section below being made by wire transfer of immediately available funds):
(1) if the Estimated Purchase Price (as paid at Closing) is more than the Purchase Price (as adjusted, if at all, under Section 2.3(f)), then the Company will pay to Buyer the amount of such excess, without interest.
(2) if the Estimated Purchase Price (as paid at Closing) is less than the Purchase Price (as adjusted, if at all, under Section 2.3(f)), then Buyer will pay to Company the amount of such excess, without interest.
Reconciliation Payment. The Party owing a net payment to the other Party will pay any undisputed amounts within 30 days following such reconciliation. Notwithstanding the foregoing, if a Party disputes an amount provided in a Reconciliation Report, then the JSC will promptly review such disputed amount and agree upon a resolution. If the JSC cannot agree on a resolution, then such matter will be escalated to the chair of each Party’s audit committee for resolution, each acting in good faith. If requested by a Party, the Party incurring the applicable expense will promptly provide to the requesting Party any invoices or other supporting documentation for any payments related to inotersen or IONIS-TTR-LRx to a Third Party that individually exceed $100,000.