Routine True-Up Adjustments. (a) With respect to each series of Environmental Control Bonds, the Servicer shall file a True-Up Adjustment Filing with the PSCWV at the following times: (i) at least 15 days prior to each Semi-Annual True-Up Adjustment Date; and (ii) at least 15 days prior to each Quarterly True-Up Adjustment Date and each Monthly True-Up Adjustment Date. (b) For the purpose of filing any Semi-Annual True-Up Adjustment Filing, the Servicer shall (i) update assumptions of projected future usage and demand of electricity by Customers, expected delinquencies and Write-offs and future expenses relating to Transferred Environmental Control Property and the Environmental Control Bonds; (ii) calculate the Periodic Bond Payment Requirement based upon such updated assumptions; and (iii) determine the Environmental Control Charge to be charged on and after the applicable True-Up Adjustment Date. (c) Each True-Up Adjustment Filing shall be substantially in the form of Annex 1 to this Servicing Agreement. (d) The Servicer shall (i) take all reasonable actions and make all reasonable efforts in order to effectuate any Routine True-Up Adjustment to the Environmental Control Charge and (ii) promptly send to the Indenture Trustee copies of all material notices and documents relating to such Routine True-Up Adjustment. (e) On the same date that the Servicer files any True-Up Adjustment Filing with the PSCWV, if the Routine True-Up Adjustment is intended to result in an increase in the amount of the Environmental Control Charge, the Servicer shall give public notice through the publication of a Class I legal advertisement in Kanawha County, will respond to any comments to such publication and will attend any hearing held in connection with any such True-Up Adjustment Filing.

Routine True-Up Adjustments. (i) Routine Annual True-Up Adjustments. ----------------------------------- (1) On or before each Annual Adjustment Date, the Servicer shall: (A) calculate the Variance, if any, between the Adjusted Principal Balance and the Projected Principal Balance as of the next succeeding Payment Date; (B) estimate collections through the December 31 immediately following such Annual Adjustment Date and through December 31 of the year following the year of such Annual Adjustment Date; (C) update the assumptions underlying the FTA Charges, including energy usage volume, the rate of delinquencies and write-offs, estimated expenses, and fees of the Note Issuer, the Trust and the Infrastructure Bank to the extent not fixed, and the Collections Curves; (D) determine the revised FTA Charges that would restore: (1) the Principal Balance to the Projected Principal Balance (2) the Overcollateralization Amount to the Projected Overcollateralization Subaccount Balance, (3) the Capital Subaccount Balance to the Required Capital Level, and (4) the Reserve Subaccount Balance to the Projected Reserve Subaccount Balance, in each case within twelve months after such revised FTA Charges go into effect (and with respect to any True- Up Adjustments occurring after the Scheduled Maturity Date, determine the revised FTA Charges that would be sufficient to retire the unpaid Principal Balance within the earlier of (x) the date which is twelve months after the Scheduled Maturity Date and (y) the Final Maturity Date); (E) file a Routine Annual True-Up Mechanism Advice Letter with the CPUC, substantially in the form attached hereto as Exhibit C, to notify the CPUC of the FTA Charges for the coming year; and (F) take all reasonable actions and make all reasonable efforts to secure such True-Up Adjustment and to enforce the provisions of the Statute which obligate the CPUC to approve rates at levels sufficient to recover the FTA Payments in accordance with the Expected Amortization Schedule. (2) Each year on the date that is fifteen days before the Financing Order Anniversary Date (or if such date is not a Business Day, on the Business Day immediately preceding such date), the Servicer shall: [Alternative 1: (A) calculate the Variance, if any, between the Adjusted Principal Balance and the Projected Principal Balance as of the next succeeding Payment Date; (B) estimate collections through the end of the Quarter in which the Financing Order Anniversary Date occurs; (C) update the assumptions unde...

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Routine True-Up Adjustments. (i) With respect to each Series, the Servicer shall file a Routine True-Up Adjustment Request with the MPSC in accordance with the 45-day schedule and the methodology approved by the Financing Order to ensure the expected recovery of sufficient amounts to timely provide all payments of debt service and other required amounts and charges in connection with the Securitization Bonds. For the purpose of preparing a Routine True-Up Adjustment Request pursuant to this Section 4.01(b)(i), the Servicer shall: (A) update the assumptions underlying the calculation of the SB Charge, including energy usage volume, the rate of charge-offs and estimated expenses and fees of the Issuer to the extent not fixed, in each case for the Remittance Period beginning on [ ] of such year; (B) update the calculation of Weighted Average Days Outstanding; (C) determine the Required Debt Service for such Remittance Period based upon such updated assumptions; and (D) determine the SB Charge to be charged during such Remittance Period based upon such Required Debt Service. (ii) With respect to each Series, beginning on the date that is twelve (12) months prior to the Expected Final Payment Date of the final Class of such Series and continuing through the Final Maturity Date of such Class, the Servicer shall file a Routine True-Up Adjustment Request with the MPSC at least 45 days prior to the end of any calendar quarter at such times as it may reasonably determine to meet the Required Debt Service for the then current Remittance Period. (iii) The Servicer shall take all reasonable actions and make all reasonable efforts to secure any Periodic Adjustments in clauses (i) and (ii) above (each, a "Routine True-Up Adjustment").

Routine True-Up Adjustments

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True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:
Payment Adjustments Notwithstanding anything to the contrary in this Article 3, any payment pursuant to this Article: (a) shall be subject to (i) any delay in payment or reduction required by Section 5.2 hereof, and (b) shall be subject to a set-off equal to the gross amount of any current or deferred compensation, including wages, salary, fees, benefits, tangible or intangible property or ownership rights or interests or other property rights, received by Executive or which he becomes entitled to receive in the future as remuneration for services to any Person, business or other entity as a result of, or in exchange for, any work or services performed, or any intellectual property conveyed by Executive, during the Restricted Period (“Remuneration”), provided that the foregoing provision shall in no way limit or impair Executive’s obligations or the Bank’s rights under Article 3 or Article 4 of this Agreement. Executive understands and agrees that the Bank’s set-off rights will accrue, and any set-off pursuant to this provision will be applied to any non-compete payments due (or previously paid or accrued), after the earlier of Executive’s receipt or accrual of Remuneration (the Set-off Date), and if Executive is not entitled to further payments under this Agreement, Executive agrees to refund the setoff amount in full to the Bank within fourteen (14 days) of Executive’s Certification reporting such remuneration or the Set-off Date, whichever is later.
Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Wage Adjustments If the funding available to be used for wages provided by Government in any fiscal year increases, the Employer shall pass on such increases to employees consistent with the funding increase adjusted for any additional deficits that this contract incurs. This will be the case whether the funding increase is for the entire year or simply a portion of it, and wage increases shall be effective upon the effective date of the increased funding. Should there be no increase provided by Government, wages will be maintained at their present levels. Should there be a decrease in funding, then the Employer will maintain wages at present levels. The Employer will promptly provide the Union with any information it receives from the Government regarding funding available for wages, and the parties will meet as required to work towards cooperative resolution of any issues arising from this Government information.
Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.
Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner:
Closing Adjustments (a) No later than ten (10) Business Days prior to the Closing Date, the Target Company will deliver to Holdings the Target Company’s calculation of the Merger Consideration, including the Company’s good-faith estimate of each of: (i) the Closing Working Capital and the resulting Working Capital Adjustment, (ii) the amount of outstanding Indebtedness as of the Closing and the resulting Indebtedness Adjustment, and (iii) the total amount of Transaction Expenses that are incurred and unpaid by the Target Company as of the Closing and the resulting Transaction Expense Adjustment, in reasonable detail (the “Closing Statement”). Such estimates will be based on the Target Company’s books and records, the best estimate of the management of the Target Company and other information then available and will be prepared in accordance with GAAP. Holdings will have the right to review the Closing Statement and such supporting documentation or data of the Target Company as Holdings may reasonably request. If Holdings does not agree with the Closing Statement, the Target Company and Holdings will negotiate in good faith to mutually agree on an acceptable Closing Statement no later than five (5) Business Days prior to the Closing Date, and the Target Company will consider in good faith any proposed comments or changes that Holdings may reasonably suggest; provided, however, that the failure to include in the Closing Statement any changes proposed by Holdings, or the acceptance by Holdings of the Closing Statement, or the consummation of the Closing, will not limit or otherwise affect Holdings’ remedies under this Agreement, including Holdings’ right to include such changes or other changes in the Closing Statement, or constitute an acknowledgment by Holdings of the accuracy of the Closing Statement; provided, further, that the failure of Holdings and the Seller Representative to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise fail to close the transactions contemplated hereunder.
Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.
Mechanical Adjustments If the Company shall pay a dividend in shares of its Common Stock (other than payments of Common Stock as interest on preferred stock), subdivide (split) its outstanding shares of Common Stock, combine (reverse split) its outstanding shares of Common Stock, issue by reclassification of its shares of Common Stock any shares or other securities of the Company, or distribute as a stock dividend to holders of its Common Stock any securities of the Company or of another entity, the number of shares of Common Stock or other securities the Holder hereof is entitled to purchase pursuant to the Warrants immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise the number of shares of Common Stock or other securities which he, she or it would have owned or would have been entitled to receive after the happening of any of the events described above had the Warrant been exercised immediately prior to the happening of such event, and the Exercise Price shall be correspondingly adjusted; provided, however, that no adjustment in the number of shares and/or the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such number and/or price; and provided further, however, that any adjustments which by reason of this Section 11 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. An adjustment made pursuant to this Section 11 shall become effective immediately after the record date in the case of a stock dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. The Holder shall be entitled to participate in any subscription or other rights offering made to holders of Common Stock as if he, she or it had purchased the full number of shares as to which the Warrant remains unexercised immediately prior to the record date for such rights offering.
Subsequent Adjustments In the event that the Assuming Institution or the Receiver discovers any errors or omissions as contemplated by Section 8.2 or any error with respect to the payment made under Section 8.3 after the Settlement Date, the Assuming Institution and the Receiver agree to promptly correct any such errors or omissions, make any payments and effect any transfers or assumptions as may be necessary to reflect any such correction plus interest as provided in Section 8.4.

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