True-Up Calculation. Within one hundred twenty (120) days after the Closing Date (the “True Up Date”) and in any event within ten (10) business days after the True Up Calculation is completed, WCWI shall determine and provide a statement to the Stakeholders’ Representative showing the actual amount of 49% of all earnings before interest, taxes, depreciation and amortization of the LLC from the Closing Date through November 30, 2008 (such actual amount being referred to as the “Actual EBITDA” and such calculation being referred to as the “True Up Calculation”). If the Stakeholders’ Representative accepts the True Up Calculation, or if the Stakeholders’ Representative fails to give notice to WCWI of any objection within thirty (30) days after receipt of the True Up Calculation, the True Up Calculation shall be the final and binding calculation of the Purchase Price adjustments set forth in Section 1.2(c) (the “Adjustments”). If the Stakeholders’ Representative gives notice to WCWI of an objection to the True Up Calculation within thirty (30) days after receipt of the True Up Calculation, WCWI and the Stakeholders’ Representative shall attempt in good faith to resolve their differences. If WCWI and the Stakeholders’ Representative are able to resolve their differences, the True Up Calculation, as modified to reflect the resolution of the differences between WCWI and the Stakeholders’ Representative, shall be the final and binding calculation of the Purchase Price Adjustments. If, however, WCWI and the Stakeholders’ Representative are unable to resolve their differences, WCWI and the Stakeholders’ Representative shall submit any disputed items to the Seattle or Tacoma office of Xxxx Xxxxx LLP. The determination of either such office of Xxxx Xxxxx LLP shall be final and binding on WCWI and the Selling Stakeholders, and the True Up Calculation, as modified to reflect (i) those differences, if any, that WCWI and the Stakeholders’ Representative were able to resolve, and (ii) the certified public accountant’s determination with regard to the remaining disputed items, shall be the final and binding resolution of the Purchase Price Adjustments.
True-Up Calculation. Notwithstanding the foregoing, following completion of the period commencing on the first day of the calendar quarter in which the Grant Date occurs (the “Initial Reference Date”) and ending on the day prior to the third anniversary of the Initial Reference Date (the “True-Up Performance Period”), the Compensation Committee will determine the number of PSUs that would vest if the target (and corresponding maximum) number of PSUs subject to this Award had been subject only to the True-Up Performance Period (the “True-Up Calculation”). If the number of PSUs that vest pursuant to the True-Up Calculation is greater than the aggregate number PSUs that vested under this Agreement in the three Performance Periods described herein without regard to the True-Up Calculation, then such greater number of PSUs shall vest pursuant to the True-Up Calculation, reduced by the number of PSUs previously vested. Shares and dividend equivalents underlying such vested PSUs shall be distributed following completion of the certification described above.
True-Up Calculation. The parties hereto acknowledge that it is the Company's historical practice to balance revenues and fully distributed cost by accruing in favor of Sellers a credit (which shall be applied, in accordance with the Company's historical practices, against accounts receivable) equal in the aggregate approximately to the amount by which the Company's operating income exceeds the Company's "regulatory income" (as such term customarily is used by the Company). Sellers have advised Purchaser 5 that, as of September 30, 1997, the Company's estimate of such "true-up" credit was $115,000,000. Such credit will cease to accrue as of the close of business on October 31, 1997. The parties hereto acknowledge that the actual amount of such liability shall be determined pursuant to Section 2.3 of the Agreement, and that such amount, as finally determined, will be satisfied by the Company in accordance with its historical practices.
True-Up Calculation. Within thirty (30) days after the Closing Date, Seller and Purchaser will use their respective reasonable best efforts jointly to prepare (A) the unaudited balance sheet of the Company at the Effective Time (the “Closing Date Balance Sheet”) and (B) a schedule (the “Adjustment Schedule”) setting forth a reasonably detailed calculation of the Closing Date Net Working Capital and the Net Working Capital Adjustment, if any, along with the resulting Purchase Price (the “True-Up Calculation”). The Closing Date Balance Sheet and Adjustment Schedule shall be prepared on the same basis as the Company Financial Statements, but with the adjustments thereto set forth on Schedule 1.6(b)-C. Seller and Purchaser, respectively, shall each bear their own costs to prepare the Closing Date Balance Sheet and Adjustment Schedule. Seller and Purchaser shall cooperate in all reasonable respects with each other in connection with the preparation of the Closing Date Balance Sheet and Adjustment Schedule. The True-Up Calculation shall be deemed to be final and conclusive and agreed to by Purchaser and Seller, and shall be the basis for the true-up payment of the Net Working Capital Adjustment required by Section 1.6(b)(i). If the Parties cannot within such thirty (30) day period (or such longer period as the Parties may mutually agree upon in writing) agree upon and prepare the Closing Date Balance Sheet, the Adjustment Schedule and the True-Up Calculation, then either Party may deliver written notice (the “Dispute Notice”) to the other Party of such dispute.
True-Up Calculation
