Settlement Accountant Fees; Payments Sample Clauses

Settlement Accountant Fees; Payments. The fees and expenses of the Settlement Accountant will be allocated to and borne by Sellers and Buyer based on the inverse of the percentage that the Settlement Accountant’s determination (before such allocation) bears to the total amount of the total Disputed Items as originally submitted to the Settlement Accountant. For example, if the Disputed Items in total equal $1,000 and the Settlement Accountant awards $600 in favor of Sellers’ position, 60% of its fees and expenses would be borne by Buyer and 40% of such costs would be borne by Sellers. (1) If the Net Adjustment Amount is negative (the “Shortfall Amount”), within five Business Days after determination of the Final Working Capital, the Final Third Party Expenses, the Final Closing Cash and the Final Sales Tax Liability, (A) to the extent the Shortfall Amount exceeds the Adjustment Threshold, Buyer and Representative will deliver a joint instruction to the Escrow Agent to release the amount by which the Shortfall Amount exceeds the Adjustment Threshold to Buyer, by wire transfer of immediately available funds from the Working Capital Fund and (B) Buyer and Representative will deliver a joint instruction to the Escrow Agent to release any remaining funds in the Working Capital Fund following payment to Buyer in accordance with (A), to Sellers in accordance with their Pro Rata Share. For the avoidance of doubt, if the Shortfall Amount is equal to or less than the Adjustment Threshold, no payment shall be made to Buyer under clause (A), and the full amount of the Working Capital Fund shall be released to Sellers pursuant to clause (B). (2) If the Net Adjustment Amount is positive (the “Excess Amount”), within five Business Days after determination of the Final Working Capital, the Final Third Party Expenses, the Final Closing Cash and the Final Sales Tax Liability, (A) Buyer and Representative will deliver a joint instruction to the Escrow Agent to release all amounts in the Working Capital Fund to the Sellers, in accordance with their Pro Rata Share and (B) to the extent the Excess Amount exceeds the Adjustment Threshold, Buyer will pay the amount of the Excess Amount that is in excess of the Adjustment Threshold to the Sellers, in accordance with their Pro Rata Share. (3) For purposes of this Agreement, the “Adjustment Threshold” shall mean an amount equal to $75,000.
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Related to Settlement Accountant Fees; Payments

  • Fees Payments See Appendix "A" Appendix "A" pricing is for standard project and may change based on client negotiations, which will be discussed in advance. Payment is made to Nikoways within 30 days of ABJ’s receipt of payment from the Client.

  • Interim Payments Interim payments may be made by Department, at its discretion, if the completion of deliverables to date have first been accepted in writing by Department's Grant Manager.

  • Fees Payment (a) Recipient shall pay or cause its Group member to pay to Provider the fees set forth on Schedule 1 with respect to each Service. Notwithstanding the fees set forth on Schedule 1, in the event that the Provider determines that a different fee for a Service is required as a result of a change in applicable Law (and results from changes or developments generally applicable to the Provider or its Affiliates), then such different fee may be charged with respect to such Service starting with the billing month immediately following the billing month in which the Provider provides written notice to the Recipient of such change if provided no later than two (2) weeks prior to the first day of such billing month, and, otherwise, on the next succeeding billing month. In addition, the Recipient will also be responsible for payment of all Covered Taxes applicable to the fees paid to the Provider hereunder for the Services and any Third Party costs and expenses and other out-of-pocket costs and expenses that the Provider incurred in providing the Services in accordance with the terms hereof. (b) The Provider shall provide the Recipient with invoices on a monthly basis for the applicable Services rendered by the Provider (or a member of its Group) during the preceding calendar month. Such invoices shall be paid by the Recipient within thirty (30) days of the date thereof. Amounts invoiced that remain unpaid after thirty (30) days will bear interest, accruing daily and being calculated and payable monthly in arrears on the last day of each and every month, at the lesser of ten percent (10%) per annum and the maximum rate allowed by applicable Law. Each Party may, in good faith, dispute any invoice issued hereunder by written notice of such dispute delivered to the other Party prior to the date payment is due on the disputed invoice listing all disputed items and providing a description of the dispute (it being agreed that all amounts not so disputed shall be timely paid). Each Party shall negotiate such invoice dispute in good faith for the purposes of resolving such dispute.

  • Interim payment At the end of each of the periods indicated in Annex I the Contractor shall submit to the Agency a formal request for payment accompanied by those of the following documents which are provided for in the Special Conditions: ➢ an interim technical report in accordance with the instructions laid down in Xxxxx X; ➢ the relevant invoices indicating the reference number of the Contract and of the order or specific contract to which they refer;

  • Invoices; Payment Invoices for each Order must show the Order Number, Item Description, Quantity, Price and should itemize applicable State, and/or local taxes separately. SELLER shall include all applicable taxes in their original quote. No additional taxes or costs shall be allowed if added to invoice. If not so itemized, price will be deemed to include all such taxes and the price will not be changed as a result of SELLER’s failure to include therein any such applicable tax. Any verbiage deviating from or non-compliant with agreed upon T&Cs may result in rejected invoice. PROS V awards are exempt from Federal taxes pursuant to FAR 52.229-6. Invoices for payment shall be supported by such documents in such form as BUYER may reasonably require and shall bear such certifications as may be required by this agreement and as may be expressly stated on any Order. SELLER agrees to provide any other requested/required documentation by BUYER, at any time at no additional cost, to facilitate acceptance of asset and to ensure reliability, capability and compliance with any applicable US Government/US Air Force requirements. All payments are contingent upon acceptance by BUYER of the goods or materials supplied or the work performed hereunder and compliance with any requests for documentation. Invoices shall be due and payable within Forty-Five (45) days after BUYER’s receipt of complete SELLER’s Invoice Package (V.I.P.), so long as work or services performed conforms to the Subcontract. Payment terms start when PROS V Finance office receives all required and correct documents. All payments are subject to adjustment for shortage, penalties/administrative fees or rejection. Invoices received with anything other than requested/required information/documentation are subject to being held pending review and resubmission and/or rejected. V.I.P. shall consist of correct invoice, CoC, Proof of Shipment and completed DD-1348-1A (boxes 17-21). FMS and Purchase Order numbers, warranty period must be shown on all required/requested documentation.

  • Legal and Accounting Fees and Expenses All charges for services and expenses of the Corporation’s legal counsel and independent auditors for the benefit of the Fund;

  • Interest Rates Payments and Calculations (a) Interest Rate. Except as set forth in Section 2.3(b), or as ------------- specified to the contrary in any Loan Document, any Advances under this Exim Agreement shall bear interest, on the average daily balance, at a rate equal to the Prime Rate per annum.

  • Legal and Accounting Fees All charges for services and expenses of the Trust's legal counsel and independent accountants.

  • CP Costs Payments On each Settlement Date, Seller shall pay to Agent (for the benefit of the Conduits) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the outstanding Capital of each of the Conduits for the related Settlement Period in accordance with Article II.

  • Account Fees The Company, by resolution of the Board of Directors, including a majority of the Independent Directors, may from time to time authorize the imposition of a fee as a direct charge against shareholder accounts of any class of one or more of the Funds, such fee to be retained by the Company or to be paid to the Investment Manager to defray expenses which would otherwise be paid by the Investment Manager in accordance with the provisions of paragraph 4 of this Agreement. At least sixty days prior written notice of the intent to impose such fee must be given to the shareholders of the affected Fund or Fund class.

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