Accounting Procedures Sample Clauses

Accounting Procedures. 7.3.1. Principal and Interest Computation.......................... 7.3.2.
Accounting Procedures. The Estimated Closing Statement, the Proposed Closing Date Calculations and any estimates, determinations and calculations contained therein shall be prepared and calculated on a consolidated basis for the Company in accordance with GAAP using the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied by the Company in the preparation of the Audited Financial Statements and, with respect to Net Working Capital, the Example Statement of Net Working Capital, except that such statements, estimates, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement, (ii) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision or event occurring on or after the Closing, and (iii) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP. For the avoidance of doubt, Net Working Capital shall (i) include only current assets and current liabilities to the extent that such assets and liabilities are of the type and kind included in the Example Statement of Net Working Capital and (ii) establish levels of reserves and materiality using the same principles, practices, methodologies and procedures and in the same manner as such levels were established in preparing the Example Statement of Net Working Capital.
Accounting Procedures. (i) Upon the exercise of (x) a Put pursuant to Section 10.2(b) or Section 10.3(a) or (y) a Call pursuant to Section 10.2(a), Section 10.2(c), Section 10.4(a) or Section 10.5(a) involving the sale of Units representing at least 2% of the outstanding Units, MDC shall, and upon the exercise of any Put or Call pursuant to any of the foregoing sections involving the sale of Units representing less than 2% of the outstanding Units, MDC may at its option, cause KPMG LLP, or another independent national accounting firm chosen by MDC (the “Accountants”), as soon as practicable after the end of years YP, YP+1 and YP+2, to prepare in accordance with GAAP, a report containing an audited consolidated balance sheet of the Company and its subsidiaries, if any, as of the close of business on the anniversary of the Effective Time of each such period, and a related audited consolidated statement of income of the Company and its subsidiaries, if any, for the relevant year then ended, in each case together with a statement of the Accountants based upon such report which (x) states that it was prepared in accordance with this Agreement and (y) sets forth for the period under examination the applicable calculation of PBT, Revenues, PBT Margin and AM, and (z) sets forth all adjustments required to be made to such audited financial statements in order to make the calculations required under this Section 10.10 (the “Annual Determination”). MDC shall instruct the Accountants to deliver a copy of each such Annual Determination to Zyman as soon as possible after the completion of each year and shall use commercially reasonable efforts to have each such Annual Determination delivered not later than 90 days after the end of the period to which such Annual Determination relates.
Accounting Procedures. The Buyer Purchase Price Calculations and the components thereof (as set forth in the Closing Statement), shall be determined based on consolidated balance sheets for the Transferred Entities as at the Calculation Time, and prepared in accordance with the Accounting Principles and Exhibit A or Exhibit B (as applicable); except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii) shall be based on facts and circumstances as they exist as at the Calculation Time and shall exclude the effect of any act, decision or event occurring after such time; (iii) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP; and (iv) shall calculate any reserves, accruals or other non-cash expense items on a daily accrual (as opposed to monthly accrual) basis to account for a Calculation Time that occurs on any date other than the last day of a calendar month. For the avoidance of doubt: (1) in the event that there is any inconsistency between the Accounting Principles, on the one hand, and the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable), on the other hand, the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable) shall apply; and (2) no amount shall be double-counted in calculating the amounts comprising either the Estimated Purchase Price or the Final Purchase Price.
Accounting Procedures. 71 11.3 Withdrawals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 11.4
Accounting Procedures. (a) As soon as practicable after the Time of Closing, but in any event not later than December 31, 1998, Xxxx Xxxxxx shall cause its chief financial officer (the "Xxxx Xxxxxx CFO") to prepare the Closing Date Balance Sheet and a related unaudited statement of income of the Companies for the twelve (12) months ended October 31, 1998 setting forth for the period under examination (i) the Closing Date Net Worth, if not sooner agreed upon in writing by Purchaser, Xxxx Xxxxxx, ITC and Huntington (the "Special Determination"). If Xxxxxxx Xxxxxxx and Xxxxx Vacheron Alexander, acting jointly (the "Remaining Members"), do not agree that the Special Determination correctly states the Closing Date Net Worth, the Remaining Members shall promptly (but not later than 30 days after the delivery of the Special Determination) give written notice to Xxxx Xxxxxx of any exceptions thereto (in reasonable detail describing the nature of the disagreement asserted). If the Remaining Members and Xxxx Xxxxxx reconcile their differences, the Closing Date Net Worth shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. If the Remaining Members and Xxxx Xxxxxx are unable to reconcile their differences in writing within 20 days after written notice of exceptions is delivered to the Purchaser, the items in dispute shall be submitted to a mutually acceptable accounting firm selected from among the six largest accounting firms in the United States in terms of gross revenues (the "Independent Auditors") for final determination, and the Closing Date Net Worth shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become final and conclusive upon all of the parties hereto and enforceable in a court of law. The Independent Auditors shall consider only the items in dispute and shall be instructed to act within 20 days (or such longer period as the Remaining Members and Xxxx Xxxxxx may agree) to resolve all items in dispute. If the Remaining Members do not give notice of any exception within 30 days after the delivery of the Special Determination or if the Remaining Members in their discretion give written notification of their acceptance of the Closing Date Net Worth prior to the end of such 30 day period, the Closing Date Balance Sheet set forth in the Special Determination (as the case may be) shall thereupon become binding, final and conclusive upon ...
Accounting Procedures. The Committee shall maintain a separate Participant Voluntary Contribution Account for Employee contributions made prior to such time. Such Account shall be fully vested and nonforfeitable at all times. On the basis of each annual valuation of the Trust Fund, as provided for in the Trust Agreement, the Participant Voluntary Contribution Accounts of all Participants shall be adjusted to reflect the effects of income, realized and unrealized gains and losses on securities and expenses. Such adjustment shall be based upon the proportion that the total of all Participant Voluntary Contribution Accounts as of the last preceding Anniversary Date bears to the total market value of the Trust Fund. Each Participant shall then have his Participant Voluntary Contribution Account adjusted in proportion to all such Participant Voluntary Contribution Accounts.
Accounting Procedures. Each Party shall calculate all amounts, and perform other accounting procedures required, under this Agreement and applicable to it in accordance with the accounting principles and standards applicable to it (for example IFRS or GAAP).
Accounting Procedures. The financing and accounting procedures to be followed by the Manager and the Participants under the Agreement are set forth below. All capitalized terms in these Accounting Procedures shall have the definition attributed to them in the Agreement, unless defined otherwise herein. The purpose of these Accounting Procedures is to establish equitable methods for determining charges and credits applicable to Operations. It is the intent of the Participants that neither of them shall lose or profit by reason of the designation of one of them to exercise the duties and responsibilities of the Manager. The Participants shall meet and in good faith endeavor to agree upon changes deemed necessary to correct any unfairness or inequity. In the event of a conflict between the provisions of these Accounting Procedures and those of the Agreement, the provisions of the Agreement shall control.
Accounting Procedures. Each Party shall calculate all amounts hereunder and perform other accounting procedures required hereunder and applicable to it in accordance with either (a) GAAP or (b) the conventions, rules and procedures promulgated by the International Accounting Standards Committee (“International Accounting Standards”), whichever is normally used by such Party to calculate its financial position, and in each case consistently applied, including consistently applied throughout the organization and across all products of such Party. To the extent necessary, any statement prepared in accordance with International Accounting Standards shall contain a reconciliation of all material line items to the most comparable GAAP presentation.