Verification of Calculations Sample Clauses

Verification of Calculations. Lessee may timely request that any Tax Indemnity Notice be verified by a nationally recognized independent accounting firm or a lease advisory firm selected by Lessee and reasonably acceptable to such Tax Indemnitee. Such verification will be at Lessee's expense unless such accounting firm determines that the amount payable by Lessee is more than ten percent less than the amount shown on the Tax Indemnity Notice, in which event the Tax Indemnitee will pay such costs. In order to enable such independent accountants to verify such amounts, the Tax Indemnitee will provide to such independent accountants (for their confidential use and not to be disclosed to Lessee or any other person) all information reasonably necessary for such verification.
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Verification of Calculations. Tower Operator may timely request that any Tax Indemnity Notice be verified by a nationally recognized independent accounting firm or a lease advisory firm selected by Tower Operator and reasonably acceptable to such Tax Indemnitee. Such verification shall be at Tower Operator’s expense unless such accounting firm determines that the amount payable by Tower Operator is more than five percent less than the amount shown on the Tax Indemnity Notice, in which event the Tax Indemnitee shall pay such costs. In order to enable such independent accountants to verify such amounts, the Tax Indemnitee shall provide to such independent accountants (for their confidential use and not to be disclosed to Tower Operator or any other person) all information reasonably necessary for such verification.
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Verification of Calculations. At Lessee's request, the accuracy of any calculation of amount(s) payable pursuant to this Schedule 19.2 shall be verified by independent public accountants selected by Lessor and reasonably satisfactory to Lessee, and such verification shall bind Lessor and Lessee. In order, and to the extent necessary, to enable such independent accountants to verify such amounts, Lessor shall provide to such independent accountants (for their confidential use and not to be disclosed to Lessee or any other person) all information reasonably necessary for such verification, including any computer program, related files, or reports used by Lessor in originally calculating Basic Rent, Termination Values or other Taxes. Verification shall be at the expense of Lessee, unless, as the result of such verification, the Owner Participant's calculation of the applicable amount payable is adjusted by 3% or more (or, in the case of an adjustment of the Basic Rent, the net present value of the Rent as calculated by Lessor is adjusted by more than five basis points) in favor of Lessee, in which case the expense shall be borne by Lessor. NOTICE INFORMATION If to Lessor: Port Washington Generating Station LLC c/o W.E. Power LLC 000 X. Xxxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attn: Xxxx Xxxxxxxxx, Director Business Development If to Lessee: Wisconsin Electric Power Company 000 X. Xxxxxxx Street Milwaukee, WI 53203 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attn: Xxxxxx Xxxxx, Vice President - Commodity Resources EXHIBIT A TO THE FACILITY LEASE DESCRIPTION OF LEASED FACILITY The Leased Facility consists of an approximately 545 MW net nominal combustion turbine combined cycle electric generating unit and related facilities, as such description shall be supplemented by mutual agreement of the Parties following execution of the equipment supply and construction contracts. EXHIBIT B TO THE FACILITY LEASE FORM OF GUARANTY This GUARANTY ("Guaranty") dated as of [_____], 20[__], by Wisconsin Energy Corporation, a Wisconsin corporation ("Guarantor"), on behalf of Port Washington Generating Station LLC, a Wisconsin limited liability company ("Lessor"), for the benefit of Wisconsin Electric Power Company, a Wisconsin corporation ("Lessee"). All capitalized terms used but not defined in this Guaranty shall have the meanings given to such terms in the Port Washington I Facility Lease, dated as of May 28, 2003, between Lessor and Lessee...
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Verification of Calculations. At the request of Lessee, the accuracy of any calculation of the amount or amounts payable to a Taxing Authority or a Tax Indemnified Party pursuant to this Section 16 shall be verified by independent public accountants selected by such Tax Indemnified Party and reasonably satisfactory to Lessee, and such verification shall be binding on both the Tax Indemnified Party and Lessee. In order, and to the extent necessary, to enable such independent accountants to verify such amounts, such Tax Indemnified Party shall provide to such independent accountants (for their confidential use and not to be disclosed to Lessee or any other person) all information reasonably necessary for such verification. Such verification shall be at the expense of Lessee.
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Verification of Calculations. At a Tax Indemnifying Party’s request, the accuracy of any calculation of amount(s) payable pursuant to this Schedule 7.4B shall be verified by independent public accountants selected by the Tax Indemnitee and reasonably satisfactory to Tax Indemnifying Party and such verification shall bind such Tax Indemnitee and such Tax Indemnifying Party. In order, and to the extent necessary, to enable such independent accountants to verify such amounts, such Tax Indemnitee shall provide to such independent accountants (for their confidential use and not to be disclosed to a Tax Indemnifying Party or any other person) all information (other than its tax returns and workpapers) reasonably necessary for such verification, including any computer program, related files, or reports used by such Tax Indemnitee in originally determining a Tax or Inclusion. Verification shall be at the expense of Tax Indemnifying Party, unless, as the result of such verification, the Tax Indemnitee’s calculation of the applicable amount payable is adjusted by 3% or more in favor of Tax Indemnifying Party, in which case the expense shall be borne by such Tax Indemnitee. SCHEDULE 18.3
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Verification of Calculations. TowerCo may timely request that any Tax Indemnity Notice be verified by Ernst & Young or another nationally recognized independent accounting firm selected by TowerCo and reasonably acceptable to such Tax Indemnitee. Such verification shall be at TowerCo's expense unless such accounting firm determines that the amount payable by TowerCo is more than ten percent less than the amount shown on the Tax Indemnity Notice, in which event the Tax Indemnitee shall pay such costs. In order to enable such independent accountants to verify such amounts, the Tax Indemnitee shall provide to such independent accountants (for their confidential use and not to be disclosed to TowerCo or any other person) all information reasonably necessary for such verification.
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Verification of Calculations. Norwest shall provide Shareholders with an itemized statement in reasonable detail (substantiated to the reasonable satisfaction of Shareholders) certified by an officer of Norwest, to support all requests for indemnification under this Tax Agreement.
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Verification of Calculations. The Buyer shall have 30 days after the delivery by Seller of the calculation of the Closing Date Balance Sheet to verify the calculations, and Seller shall cooperate with Buyer to support and document such calculation and lists. In the event Buyer does not object to any such calculation or list within such 30 day period, then it shall become final and binding on the parties hereto. If Buyer objects to any portion of such calculation or list, it shall notify the Seller within such 30 day period, and the Seller and the Buyer will attempt to resolve such dispute, but if they are unable to do so within 10 days after delivery of any such objection and any unresolved aspects represent an amount in excess of $5,000, the parties will submit the unresolved aspects to the Atlanta office of KPMG Peat Marwick or another mutually satisfactory "Big Six" accounting firm to resolve the dispute and make a determination binding on the parties hereto. If any such unresolved aspect represents an amount equal to or less than $5,000, Seller's calculation shall be binding on the parties hereto. The fees and expenses charged by the accounting firm used to resolve any dispute pursuant to this subsection shall be shared one-half by Seller and one-half by Buyer.
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Related to Verification of Calculations

  • Verification of Accounts Any of Lender's officers, employees, or agents shall have the right, at any time or times hereafter, in the name of Lender, any designee of Lender or in the name of the Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph, or otherwise.

  • Certain Calculations Unless otherwise specified herein, the following provisions shall apply:

  • Financial Calculations (a) All financial calculations to be made under, or for the purposes of, this Agreement and any other Transaction Document shall be determined in accordance with the Accounting Principles and, except as otherwise required to conform to any provision of this Agreement, shall be calculated from the then most recently issued quarterly financial statements, prepared on a consolidated basis, which the Borrower is obligated to furnish to IFC under Section 6.03 (a) (Reporting Requirements).

  • Verification Bank may, from time to time, verify directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts, either in the name of Borrower or Bank or such other name as Bank may choose.

  • Calculation of CP Costs On the third Business Day immediately preceding each Settlement Date, each Conduit shall calculate the aggregate amount of its Conduit Costs for the related Settlement Period and shall notify Seller of such aggregate amount.

  • Calculations All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

  • Certain Calculations and Tests (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

  • Account Verification Whether or not a Default or Event of Default exists, Agent shall have the right at any time, in the name of Agent, any designee of Agent or any Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowers by mail, telephone or otherwise. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process.

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