Reconciliation Procedures. (a) In the event that the Corporation and any TRA Party are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation Procedures”) will apply. The applicable TRA Parties shall, within fifteen (15) calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized expert in the particular area of disagreement (the “Expert”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless the Corporation and such TRA Party agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Party or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) calendar-day time period, the selection of an Expert shall be treated as a Dispute subject to Section 7.7 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an Attribute Schedule, Early Termination Schedule or an amendment to either within thirty (30) calendar days and (ii) 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 by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dis...
Reconciliation Procedures. In the event that the Corporation and the Stockholders Representative are unable to resolve a disagreement with respect to the matters governed by Section 2.03, Section 4.02, Section 4.03, and Section 6.02 within the relevant period designated in this Agreement (or the amount of a payment in the case of an early termination, breach of agreement, Change of Control, or Divestiture Acceleration Payment to which Section 4.01 applies) (a “Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert in the particular area of disagreement (the “Expert”) mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporation or any of the Stockholders or any other actual or potential conflict of interest. If the Reconciliation Dispute is not resolved before any payment that is the subject of the Reconciliation Dispute is due or any Tax Return reflecting the subject of the Reconciliation Dispute is due, such payment shall be made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or the amendment of any Tax Return shall be borne by the Corporation, except as provided in the next sentence. Each of the Corporation and the Stockholders shall bear their own costs and expenses of such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute, within the meaning of this Section 7.08 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.08 shall be binding on the Corporation and the Stockholders and may be entered and enforced in any court having jurisdiction.
Reconciliation Procedures. In the event that one or more Parties are unable to resolve a disagreement within the relevant period designated in this Agreement, the matter shall be submitted for determination to a nationally recognized expert in the particular area of disagreement employed by a nationally recognized accounting firm or a law firm (other than the Advisory Firm), which expert is mutually acceptable to all affected Parties and the Audit Committee. After a matter has been submitted to an expert for resolution, the expert will use its reasonable best efforts to resolve the matter within 30 calendar days. If the matter is not resolved before any payment that is the subject of a disagreement is due or any Tax Return reflecting the subject of a disagreement is due, such payment shall be made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by NCM Inc. or other Relevant NCM Taxpayer, subject to potential adjustment or amendment upon resolution. The costs and expenses relating to the engagement of the expert shall be borne by the Party that did not have the prevailing position, or if a compromise is reached by the expert or by the affected Parties prior to a resolution by the expert, the costs and expenses will be borne equally by the affected Parties. The determinations of the expert pursuant to this Section 7.09 shall be binding on the affected Parties absent manifest error.
Reconciliation Procedures. 4.1 ACKNOWLEDGMENT. The parties understand and agree that because the BJC Premium and resulting amount paid into the Claims Payment Account differs for each Benefit Plan covered by this Agreement, and because the payment procedures differ for BJC Medicare Members, for BJC Members, and for BJC Medicaid Members, the calculations and reconciliations under this Section 4 shall not be aggregated and shall be made separately for the Medicaid Benefit Plan, and other Benefit Plans, if any, included under Section 2 of this Exhibit.
Reconciliation Procedures. (1) In the event of an Overage: (i) the NBA shall be entitled to receive from the Escrow Agent, with respect to each Adjustment Player, such player’s Individual Compensation Adjustment Amount (or, in the event that the player’s Escrow Amount is less than his Individual Compensation Adjustment Amount, a portion of his Individual Compensation Adjustment Amount equal to his Escrow Amount); and (ii) each Adjustment Player shall be entitled to receive from the Escrow Agent the amount, if any, by which the player’s Escrow Amount exceeds his Individual Compensation Adjustment Amount. In the event that there is no Overage, each Adjustment Player shall be entitled to receive from the Escrow Agent his entire Escrow Amount.
(2) Any interest earned on Escrow Amounts remitted to the Escrow Agent shall be allocated among the Adjustment Players, collectively, and the NBA in proportion to the percentage of the aggregate Escrow Amounts that the Adjustment Players, collectively, and the NBA are to receive from the Escrow Agent in accordance with subsection (e)(1) above. The Adjustment Players’ collective share of interest shall be allocated among the individual players in proportion to each player’s Escrow Amount.
(3) The parties shall cause the Accountants to include in the Interim Audit Report and the Audit Report (or, if no final Audit Report has been submitted at the conclusion of the Audit Report Challenge Period, in the Interim Escrow Audit Report) for each Salary Cap Year schedules setting forth, with respect to such Salary Cap Year:
(i) the amount of any Overage;
(ii) the Aggregate Compensation Adjustment Amount, if any;
(iii) each Adjustment Player’s Individual Compensation Adjustment Amount, if any;
(iv) each Adjustment Player’s Escrow Amount, if any, as set forth in the Escrow Schedules;
(v) a list of all Adjustment Players whose Individual Compensation Adjustment Amounts exceed their Escrow Amounts, which list shall also include (A) each such player’s Individual Compensation Adjustment Amount, (B) each such player’s Escrow Amount, (C) the amount by which each such player’s Individual Compensation Adjustment Amount exceeds his Escrow Amount, (D) the sum of all such players’ Escrow Amounts, (E) the sum of all such players’ Individual Compensation Adjustment Amounts, and (F) the aggregate amount by which all such players’ Individual Compensation Adjustment Amounts exceed their Escrow Amounts;
(vi) a list of all Adjustment Players whose Individual Compensation Adjus...
Reconciliation Procedures. In the event that the Corporation and the TRA Representative are unable to resolve a disagreement with respect to the matters governed by Section 2.03, Section 4.02, or Section 4.03 within the relevant period designated in this Agreement (or the amount of a payment in the case of an early termination, breach of agreement, Change of Control, Credit Event or Divestiture Acceleration Payment to which Section 4.01 applies) (a “Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert in the particular area of disagreement (the “Expert”) mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally recognized accounting firm or a law firm, and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporation or any of the TRA Parties or any other actual or potential conflict of interest. If the Reconciliation Dispute is not resolved before any payment that is the subject of the Reconciliation Dispute is due or any Tax Return reflecting the subject of the Reconciliation Dispute is due, such payment shall be made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or the amendment of any Tax Return shall be borne by the Corporation, except as provided in the next sentence. Each of the Corporation and the TRA Parties shall bear their own costs and expenses of such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute, within the meaning of this Section 7.08 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.08 shall be binding on the Corporation and the TRA Parties and may be entered and enforced in any court having jurisdiction.
Reconciliation Procedures. (i) As soon as practicable, but in no event later than 90 days after the Closing Date, the Buyer shall prepare and deliver to the Seller a signed certificate (the “Final Closing Statement”), prepared in the same manner as the Estimated Closing Statement, setting forth the Buyer’s good faith determination, as of 12:01 AM, Pacific time, on the Closing Date, of the Cash (the “Final Cash,” subject to any adjustment pursuant to Section 2.04(b)(ii)), the Indebtedness (the “Final Indebtedness,” subject to any adjustment pursuant to Section 2.04(b)(ii)), the Transaction Expenses (the “Final Transaction Expenses,” subject to any adjustment pursuant to Section 2.04(b)(ii)) and the Net Working Capital (the “Final Net Working Capital,” subject to any adjustment pursuant to Section 2.04(b)(ii)). The Final Closing Statement shall be prepared in accordance with Exhibit D and such process is not intended to permit the introduction of different accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of determining the Final Cash, Final Net Working Capital, Final Indebtedness and Final Transaction Expenses. From and after delivery of the Final Closing Statement, the Buyer shall provide the Seller and its authorized Representatives with reasonable access during normal business hours to the books and records, relevant personnel and accountants relevant to the preparation of the Final Closing Statement of the Company.
(ii) For 30 days after its receipt of the Final Closing Statement, the Seller shall have the right to object thereto. Any such objection made by the Seller shall be accompanied by materials showing in reasonable detail the Seller’s support for its position. The Seller shall be deemed to have waived any rights to object to the Final Closing Statement unless it furnishes its written objections, together with supporting materials, to the Buyer within such 30-day period (“Notice of Disagreement”). Representatives of the Buyer and the Seller shall seek in good faith to resolve any differences in their respective positions with respect to the Final Closing Statement. If the Buyer and the Seller are unable to agree on the Final Closing Statement within 30 days of the Buyer’s receipt of the Notice of Disagreement, then PricewaterhouseCoopers LLP (or such other independent accounting firm of recognized national standing in the United States as may be mutually selected by the Buyer and the Seller) shall r...
Reconciliation Procedures. 4 2.6 Closing........................................................................................ 5 2.7
Reconciliation Procedures. 18 Section 7.09. Withholding................................................................................................................19
Reconciliation Procedures. Oscient will provide to Pfizer, on a daily basis, a Daily Reconciliation Form (DRF) for the purposes of assuring successful transmission of all reports to Oscient. The DRF will list all Pfizer reports received by Oscient on the date specified. This DRF will be reviewed by Pfizer for accuracy and completeness, initialed and sent back to Oscient the same day. Any discrepancies will be rectified by both parties in a timely manner. Oscient will provide to Pfizer, on a weekly basis, a listing (from Oscient’s safety database) of all reports originating from Mexico for the purposes of assuring that Pfizer has all necessary reports. Any discrepancies will be rectified by both parties in a timely manner.
