Common use of Reconciliation Statement Clause in Contracts

Reconciliation Statement. For each SRDA, AEMO must, within 10 business days after the last Distribution Instalment has been made, provide the Auction Participant with a Reconciliation Statement via the AEMO Markets Portal, setting out: the total amount that has been distributed to the Auction Participant under the SRDA; the amount to which the Auction Participant is entitled under the SRDA under clause 9.1; and any adjustments required to be made to ensure the requirements of clause 9.1 have been satisfied. Goods and Services Tax GST to be added to amounts payable The parties acknowledge that: all amounts payable under this Agreement including the Purchase Price, Cancellation Price and auction expense fees, are expressed to be exclusive of GST; and any Bid or Offer is made on a GST exclusive basis. If GST is payable on a Taxable Supply made by AEMO to an Auction Participant, the amount payable for that Taxable Supply will be the amount expressed in this Agreement plus GST. Impact of GST on the Calculation of Amounts Payable Without limiting clause 11.1: If an amount payable under this Agreement is calculated by reference to or relates to a cost, expense, liability or similar amount (Liability) incurred by a party, the Liability shall be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that Liability. If an amount payable under this Agreement is calculated by reference to or relates to price, value, sales, revenue or a similar amount (Revenue), the Revenue shall be exclusive of GST. If AEMO becomes liable to pay GST on a Taxable Supply to the Auction Participant prior to the time that it is entitled to receive in full the consideration for that Taxable Supply, the Auction Participant will, at the request of AEMO, pay to AEMO an amount equal to the GST payable on the Taxable Supply at least 7 days before the time that AEMO is liable to pay the GST. Dispute Resolution The dispute resolution procedures set out in clause 8.2 of the Rules will apply to any dispute arising in relation to this Agreement, a SRDA or otherwise in relation to any auction. Auction Participant Acknowledgements General The Auction Participant acknowledges, in respect of this Agreement and each SRDA, that neither AEMO, nor any person acting on behalf of or associated with AEMO, makes any representation, gives any advice, or gives any warranty or undertaking of any kind in respect of this Agreement, an SRDA, the Units, or the auctions or otherwise in relation to or in connection with this Agreement, or any transaction or arrangement contemplated under this Agreement. Acknowledgements Without limiting the generality of clause 13.1, the Auction Participant acknowledges, in respect of this Agreement and each SRDA, the following: each SRDA is speculative and a high risk investment, and it is not possible to predict the amount of settlements residue the subject of a SRDA accurately; the Disclosed Information does not constitute an invitation, offer or recommendation by or on behalf of AEMO; the purpose of the Disclosed Information is to provide the Auction Participant with information to assist it in making decisions regarding bidding for Units in the auctions; the Disclosed Information does not purport to contain all of the information that the Auction Participant requires for the purpose of making decisions regarding bidding for Units in the auctions or offering Units in auctions, and does not purport to have been prepared having regard to the Auction Participant’s business objectives, financial situation or particular needs; neither AEMO, nor any person acting on behalf of or associated with AEMO, makes any representation or warranty either express or implied as to the accuracy, reliability or completeness of the Disclosed Information; the Auction Participant will not rely in any way on the Disclosed Information or on the skill or judgement of AEMO or any person acting on behalf of or associated with AEMO and will rely absolutely on its own opinion and professional advice based on its own independent analysis, assessment, investigation and appraisal in making decisions regarding bidding for Units or offering Units in the auctions; and the Auction Participant will carry out all investigations it considers relevant and will examine and acquaint itself concerning: the contents, correctness and sufficiency of the Disclosed Information; and any other information which it considers relevant to the risks, contingencies and other circumstances which could affect the settlements residue and the Auction Participant’s decisions regarding bidding for Units or offering Units in the auctions. Waiver To the maximum extent permitted by law, the Auction Participant waives any right that it has (whether at the date of this Agreement or a SRDA or otherwise) to bring any action or to make any claim against AEMO or any person acting on behalf of or associated with AEMO arising (directly or indirectly) out of any alleged negligent act or omission, misrepresentation, or conduct which is likely to mislead, deceive or confuse on the part of AEMO or any person acting on behalf of or associated with AEMO in providing the Disclosed Information or otherwise in relation to the auctions. Liability

Reconciliation Statement. For each SRDAIt is estimated that on or before March 31 following a calendar year for which Overhead Rent is payable hereunder, AEMO must, within 10 business days after the last Distribution Instalment has been made, Landlord shall provide the Auction Participant Tenant with a Reconciliation Statement via the AEMO Markets Portal, setting out: the total amount that has been distributed to the Auction Participant under the SRDA; reconciliation statement showing the amount of the actual components of Overhead Rent for the immediately previous calendar year only. Notwithstanding the provisions of the immediately preceding sentence, should Landlord fail to provide Tenant with a reconciliation statement by June 30 for the immediately preceding calendar year, Tenant shall have no further liability for any additional payment to Landlord that would otherwise be reflected and required in the said reconciliation statement for the preceding year. If the reconciliation statement reflects an underpayment in either component of Overhead Rent, Landlord shall also deliver to Tenant an invoice which Tenant shall pay within thirty (30) days following receipt of such invoice. If the Auction Participant is reconciliation statement reflects an overpayment in either component of Overhead Rent, Tenant shall be entitled under to either, at Landlord's option, to a credit against the SRDA under clause 9.1; and any adjustments required to next month's payment of Rent together with a refund check from Landlord for the balance of such overpayment or a refund check from the Landlord for the entire amount of such overpayment If the Lease has expired, the overpayment shall be made to ensure refunded. In no event shall the requirements of clause 9.1 have been satisfied. Goods and Services Tax GST to be added to amounts payable The parties acknowledge that: all amounts payable Base Rent under this Agreement including the Purchase Price, Cancellation Price and auction expense fees, are expressed to be exclusive of GST; and any Bid or Offer is made on a GST exclusive basis. If GST is payable on a Taxable Supply made by AEMO to an Auction Participant, the amount payable for that Taxable Supply will be the amount expressed in this Agreement plus GST. Impact of GST on the Calculation of Amounts Payable Without limiting clause 11.1: If an amount payable under this Agreement is calculated by reference to or relates to a cost, expense, liability or similar amount (Liability) incurred by a party, the Liability shall Lease be reduced by virtue of this Section. As used in this paragraph 3., the amount following terms shall have the following meanings: (1) The term "Operating Expenses" shall mean (i) any and all reasonable costs of any Input Tax Credit to which that party is entitled in respect ownership, management, operation, repair and maintenance of that Liability. If an amount payable under this Agreement is calculated by reference to the Building, including, without limitation, wages, salaries, professionals' fees, taxes, BLUE LAKE STANDARD LEASE insurance, benefits and other payroll burdens of all employees, Building Management fee, Common Area janitorial, maintenance, guard and other services, building management office rent or relates to price, rental value, salespower, revenue or a similar amount (Revenue)fuel, the Revenue shall be exclusive of GST. If AEMO becomes liable water, waste disposal, chilled water and hearing, ventilating and air conditioning charges, stand-by electric generator system maintenance, upkeep, monitoring and refueling charges, landscaping care, lighting, garbage removal, window cleaning, system maintenance, parking area care, fees and assessments paid to pay GST on a Taxable Supply to the Auction Participant prior to the time that it is entitled to receive in full the consideration for that Taxable Supply, the Auction Participant will, at the request of AEMO, pay to AEMO an amount equal to the GST payable on the Taxable Supply at least 7 days before the time that AEMO is liable to pay the GST. Dispute Resolution The dispute resolution procedures set out in clause 8.2 of the Rules will apply to any dispute arising in relation to this Agreement, a SRDA or otherwise in relation to any auction. Auction Participant Acknowledgements General The Auction Participant acknowledges, in respect of this Agreement and each SRDA, that neither AEMO, nor any person acting on behalf of or associated with AEMO, makes any representation, gives any advice, or gives any warranty or undertaking of any kind in respect of this Agreement, an SRDA, the Units, or the auctions or otherwise in relation to or in connection with this Agreement, or any transaction or arrangement contemplated under this Agreement. Acknowledgements Without limiting the generality of clause 13.1, the Auction Participant acknowledges, in respect of this Agreement and each SRDA, the following: each SRDA is speculative and a high risk investment, and it is not possible to predict the amount of settlements residue the subject of a SRDA accurately; the Disclosed Information does not constitute an invitation, offer or recommendation by or on behalf of AEMO; the purpose of the Disclosed Information is to provide the Auction Participant with information to assist it in making decisions regarding bidding for Units in the auctions; the Disclosed Information does "Association" (as later defined herein), and any and all other utilities not purport to contain all of the information that the Auction Participant requires separately metered for the purpose of making decisions regarding bidding for Units in Premises or a portion thereof, materials, supplies, maintenance, repairs, insurance applicable to the auctions or offering Units in auctionsBuilding and Landlord's personal property and depreciation on personal property, and does not purport to have been prepared having regard (ii) the cost (amortized over such reasonable period as Landlord shall determine together with interest at the rate of twelve percent (12%) per annum on the unamortized balance) of any capital improvements made to the Auction Participant’s business objectives, financial situation or particular needs; neither AEMO, nor any person acting on behalf of or associated with AEMO, makes any representation or warranty either express or implied as to the accuracy, reliability or completeness of the Disclosed Information; the Auction Participant will not rely in any way on the Disclosed Information or on the skill or judgement of AEMO or any person acting on behalf of or associated with AEMO and will rely absolutely on its own opinion and professional advice based on its own independent analysis, assessment, investigation and appraisal in making decisions regarding bidding for Units or offering Units in the auctions; and the Auction Participant will carry out all investigations it considers relevant and will examine and acquaint itself concerning: the contents, correctness and sufficiency of the Disclosed Information; and any other information which it considers relevant to the risks, contingencies and other circumstances which could affect the settlements residue and the Auction Participant’s decisions regarding bidding for Units or offering Units in the auctions. Waiver To the maximum extent permitted Building by law, the Auction Participant waives any right that it has (whether at Landlord after the date of this Agreement Lease that reduce in a commercially reasonable manner Operating Expenses or a SRDA made to the Building by Landlord after the date of this Lease that are required under any governmental law or otherwise) regulation; provided, however, that Operating Expenses shall not include real property taxes, depreciation on the Building, costs of tenants' improvements, marketing or advertising costs for the rental or sale of the Building, costs of electricity or other utilities separately metered for other tenant's spaces, executive or managerial salaries or benefits above the level of management, consulting fees not related to bring any action operation, management or repairs, market study fees, capital repairs or replacements (except as provided above), real estate broker's commissions, costs of repairs covered and paid by insurance (subject to make any claim against AEMO deductibles paid by Landlord), fines or penalties for Landlord's failure to pay taxes and assessments before such became delinquent, or any person acting other obligation on behalf of time, points, fees and interest charges, principal payments or associated with AEMO arising (directly or indirectly) out any other payments of any alleged negligent act kind related to Landlord's financing or omissionrefinancing of the Building as a whole, misrepresentationtransaction costs directly incurred in a sale or transfer of the Building, expenses resulting from defective construction work performed by Landlord, the initial acquisition and installation costs of the stand-by electrical generator and related systems, interest and capital items other than those referred to in subsection (ii) above. Landlord shall maintain accounting books and records in accordance with sound accounting principles. Landlord hereby agrees to deduct each calendar year from the amount of the Operating Expenses the total amount of any and all sums, amounts or conduct which is likely charges paid by Tenant or other tenants of the Building directly to misleadLandlord or its agent for specific tenant requested services or specific utility charges, deceive or confuse on the part of AEMO or any person acting on behalf of or associated with AEMO in providing the Disclosed Information or otherwise in relation if applicable. Notwithstanding anything to the auctions. Liabilitycontrary in the definition of "Operating Expenses", Operating Expenses shall, also, not include any of the following:

Reconciliation Statement. For each SRDAIf Buyer and Seller are unable to agree on the foregoing within thirty (30) days of delivery of a Notice of Objections, AEMO mustBuyer and Seller shall select an accounting firm mutually acceptable to both of them to resolve any remaining objections. If Buyer and Seller are unable to agree on the choice of an accounting firm, within 10 business days they shall select a "big six" accounting firm (or any of their respective successors) by lot (after excluding their respective regular outside accounting firms). The accounting firm so selected (the "ACCOUNTING FIRM") shall prepare a written report to the parties which shall address its resolution of the disputed items in accordance with this Section 1.7 and shall make any required adjustments to Buyer's Reconciliation Statement to reflect the resolution of all disputed items. The parties shall share the fees and expenses of the Accounting Firm as follows: the percentage of such fees and expenses to be paid by Seller shall equal the portion of the contested amount (as presented in the Notice of Objections) not awarded to the Seller DIVIDED BY the full amount contested by Seller, and Buyer shall pay the remainder. The Buyer's Reconciliation Statement, as adjusted to reflect any changes agreed upon, or made by the Accounting Firm pursuant to this Section 1.7, shall be, with respect to Buyer's calculation of Purchased Current Assets and Assumed Current Liabilities and all other purposes, conclusive, final, binding and non-appealable by the parties hereto. Upon final reconciliation of the Purchased Current Assets and Assumed Current Liabilities as of the Closing Date in accordance with this Section 1.7(d), the Estimated Current Assets Purchase Price will be adjusted (up or down) (the "FINAL CURRENT ASSETS PURCHASE PRICE") to reflect the final reconciliation of the Purchased Current Assets (other than Purchased Accounts Receivable), Assumed Current Liabilities and the amount of Purchased Accounts Receivable not collected by Buyer during the 180-day period after the last Distribution Instalment has been madeClosing Date. To the extent the Final Current Assets Purchase Price is GREATER THAN the Estimated Current Assets Purchase Price, provide Buyer shall pay to Seller the Auction Participant with a Reconciliation Statement via amount of such excess. To the AEMO Markets Portalextent that the Final Current Assets Purchase Price is LESS THAN the Estimated Current Assets Purchase Price , setting out: Seller shall pay to Buyer the amount of such shortfall. If the Final Current Assets Purchase Price is greater than the Estimated Current Assets Purchase Price, the reconciliation payment made to Seller shall also include the full amount of the Current Purchased Assets Holdback. If the Final Current Assets Purchase Price is less than the Estimated Current Assets Purchase Price, the reconciliation payment to Buyer shall first be recovered from the Current Purchased Assets Holdback to the extent of the shortfall, and to the extent the total amount that has been distributed to of the Auction Participant under shortfall is less than the SRDA; the amount to which the Auction Participant is entitled under the SRDA under clause 9.1; and any adjustments required to be made to ensure the requirements of clause 9.1 have been satisfied. Goods and Services Tax GST to be added to amounts payable The parties acknowledge that: all amounts payable under this Agreement including the Current Assets Purchase Price, Cancellation the remainder of the Estimated Current Assets Purchase Price shall be returned to Seller within the five (5) business day period specified above. All amounts payable by Buyer or Seller (as the case may be) under this Section 1.7(d) shall be paid by wire transfer of immediately available funds to the account designated by Buyer or Seller (as the case may be) within five (5) business days of the final determination of the Final Current Assets Purchase Price. After the reconciliation of the Estimated Current Assets Purchase Price and auction expense feesthe payment of all amounts owing to Buyer or Seller (as the case may be) in accordance with this Section 1.7(d) , Buyer shall reconvey the uncollected Purchased Accounts Receivable to Seller (together with a complete collection history with respect to all Accounts Receivable with respect to each payor whose Purchased Accounts Receivable are expressed among those reconveyed to be exclusive Seller upon the expiration of GST; and any Bid or Offer is made on a GST exclusive basis. If GST is payable on a Taxable Supply made by AEMO to an Auction Participant, the amount payable for that Taxable Supply will be the amount expressed in this Agreement plus GST. Impact of GST on the Calculation of Amounts Payable Without limiting clause 11.1: If an amount payable under this Agreement is calculated by reference to or relates to a cost, expense, liability or similar amount (Liability) incurred by a party, the Liability shall be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that Liability. If an amount payable under this Agreement is calculated by reference to or relates to price, value, sales, revenue or a similar amount (RevenueReconciliation Period), free and clear of all liens, encumbrances, security interests or other adverse interests, and the Revenue Buyer shall be exclusive of GST. If AEMO becomes liable to pay GST on a Taxable Supply thereafter have no obligation to the Auction Participant prior Seller with respect to the time that it is entitled to receive in full the consideration for that Taxable Supply, the Auction Participant will, at the request of AEMO, pay to AEMO an amount equal to the GST payable on the Taxable Supply at least 7 days before the time that AEMO is liable to pay the GST. Dispute Resolution The dispute resolution procedures set out in clause 8.2 of the Rules will apply to any dispute arising in relation to this Agreement, a SRDA or otherwise in relation to any auction. Auction Participant Acknowledgements General The Auction Participant acknowledges, in respect of this Agreement and each SRDA, that neither AEMO, nor any person acting on behalf of or associated with AEMO, makes any representation, gives any advice, or gives any warranty or undertaking of any kind in respect of this Agreement, an SRDA, the Units, or the auctions or otherwise in relation to or in connection with this Agreement, or any transaction or arrangement contemplated under this Agreement. Acknowledgements Without limiting the generality of clause 13.1, the Auction Participant acknowledges, in respect of this Agreement and each SRDA, the following: each SRDA is speculative and a high risk investment, and it is not possible to predict the amount of settlements residue the subject of a SRDA accurately; the Disclosed Information does not constitute an invitation, offer or recommendation by or on behalf of AEMO; the purpose of the Disclosed Information is to provide the Auction Participant with information to assist it in making decisions regarding bidding for Units in the auctions; the Disclosed Information does not purport to contain all of the information that the Auction Participant requires for the purpose of making decisions regarding bidding for Units in the auctions or offering Units in auctions, and does not purport to have been prepared having regard to the Auction Participant’s business objectives, financial situation or particular needs; neither AEMO, nor any person acting on behalf of or associated with AEMO, makes any representation or warranty either express or implied as to the accuracy, reliability or completeness of the Disclosed Information; the Auction Participant will not rely in any way on the Disclosed Information or on the skill or judgement of AEMO or any person acting on behalf of or associated with AEMO and will rely absolutely on its own opinion and professional advice based on its own independent analysis, assessment, investigation and appraisal in making decisions regarding bidding for Units or offering Units in the auctions; and the Auction Participant will carry out all investigations it considers relevant and will examine and acquaint itself concerning: the contents, correctness and sufficiency of the Disclosed Information; and any other information which it considers relevant to the risks, contingencies and other circumstances which could affect the settlements residue and the Auction Participant’s decisions regarding bidding for Units or offering Units in the auctions. Waiver To the maximum extent permitted by law, the Auction Participant waives any right that it has (whether at the date of this Agreement or a SRDA or otherwise) to bring any action or to make any claim against AEMO or any person acting on behalf of or associated with AEMO arising (directly or indirectly) out of any alleged negligent act or omission, misrepresentation, or conduct which is likely to mislead, deceive or confuse on the part of AEMO or any person acting on behalf of or associated with AEMO in providing the Disclosed Information or otherwise in relation to the auctions. Liabilitysuch Purchased Accounts Receivable.

Reconciliation Statement. For each SRDA, AEMO must, within 10 business days after the last Distribution Instalment has been made, provide the Auction Participant with a Reconciliation Statement via the AEMO Markets PortalNEMNET, setting out: the total amount that has been distributed to the Auction Participant under the SRDA; the amount to which the Auction Participant is entitled under the SRDA under clause 9.16.1; and any adjustments required to be made to ensure the requirements of clause 9.1 6.1 have been satisfied. Goods and Services Tax GST to be added to amounts payable The parties acknowledge that: all amounts payable under this Agreement including the Purchase Price, Cancellation Price and auction expense fees, are expressed to be exclusive of GST; and any Bid or Offer is made on a GST exclusive basis. If GST is payable on a Taxable Supply made by AEMO to an Auction Participant, the amount payable for that Taxable Supply will be the amount expressed in this Agreement plus GST. Impact of GST on the Calculation of Amounts Payable Without limiting clause 11.18.1: If an amount payable under this Agreement is calculated by reference to or relates to a cost, expense, liability or similar amount (Liability) incurred by a party, the Liability shall be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that Liability. If an amount payable under this Agreement is calculated by reference to or relates to price, value, sales, revenue or a similar amount (Revenue), the Revenue shall be exclusive of GST. If AEMO becomes liable to pay GST on a Taxable Supply to the Auction Participant prior to the time that it is entitled to receive in full the consideration for that Taxable Supply, the Auction Participant will, at the request of AEMO, pay to AEMO an amount equal to the GST payable on the Taxable Supply at least 7 days before the time that AEMO is liable to pay the GST. Dispute Resolution The dispute resolution procedures set out in clause 8.2 of the Rules will apply to any dispute arising in relation to this Agreement, a SRDA or otherwise in relation to any auction. Auction Participant Acknowledgements General The Auction Participant acknowledges, in respect of this Agreement and each SRDA, that neither AEMO, nor any person acting on behalf of or associated with AEMO, makes any representation, gives any advice, or gives any warranty or undertaking of any kind in respect of this Agreement, an SRDA, the Units, or the auctions or otherwise in relation to or in connection with this Agreement, or any transaction or arrangement contemplated under this Agreement. Acknowledgements Without limiting the generality of clause 13.110.1, the Auction Participant acknowledges, in respect of this Agreement and each SRDA, the following: each SRDA is speculative and a high risk investment, and it is not possible to predict the amount of settlements residue the subject of a SRDA accurately; the Disclosed Information does not constitute an invitation, offer or recommendation by or on behalf of AEMO; the purpose of the Disclosed Information is to provide the Auction Participant with information to assist it in making decisions regarding bidding for Units in the auctions; the Disclosed Information does not purport to contain all of the information that the Auction Participant requires for the purpose of making decisions regarding bidding for Units in the auctions or offering Units in auctions, and does not purport to have been prepared having regard to the Auction Participant’s business objectives, financial situation or particular needs; neither AEMO, nor any person acting on behalf of or associated with AEMO, makes any representation or warranty either express or implied as to the accuracy, reliability or completeness of the Disclosed Information; the Auction Participant will not rely in any way on the Disclosed Information or on the skill or judgement of AEMO or any person acting on behalf of or associated with AEMO and will rely absolutely on its own opinion and professional advice based on its own independent analysis, assessment, investigation and appraisal in making decisions regarding bidding for Units or offering Units in the auctions; and the Auction Participant will carry out all investigations it considers relevant and will examine and acquaint itself concerning: the contents, correctness and sufficiency of the Disclosed Information; and any other information which it considers relevant to the risks, contingencies and other circumstances which could affect the settlements residue and the Auction Participant’s decisions regarding bidding for Units or offering Units in the auctions. Waiver To the maximum extent permitted by law, the Auction Participant waives any right that it has (whether at the date of this Agreement or a SRDA or otherwise) to bring any action or to make any claim against AEMO or any person acting on behalf of or associated with AEMO arising (directly or indirectly) out of any alleged negligent act or omission, misrepresentation, or conduct which is likely to mislead, deceive or confuse on the part of AEMO or any person acting on behalf of or associated with AEMO in providing the Disclosed Information or otherwise in relation to the auctions. Liability