Accounting Statement Sample Clauses

Accounting Statement. (a) the Accounting Statement correctly sets forth the information required to be set forth therein by the terms of the definition of the term “Accounting Statement” in Section 1.1; (b) each entity identified in the Accounting Statement as an Eligible MasterCard Issuer is an Eligible MasterCard Issuer and no entity identified in the Accounting Statement as an Eligible MasterCard Issuer is a Sponsored Issuer of any other entity identified in the Accounting Statement as an Eligible MasterCard Issuer; (c) the Alerted-On Accounts constitute 39,361,486 unique MasterCard Accounts; (d) the Alerted-On Accounts of the Covered MasterCard Issuers constitute, in the aggregate, 36,935,155 of the Alerted-On Accounts; (e) the Claimed-On Accounts constitute, in the aggregate, 26,963,514 of the Alerted-On Accounts and include, in the aggregate, 10,557,117 Reissued Accounts and 16,406,397 Specially Monitored Accounts; (f) MasterCard has no reason to believe that any Covered MasterCard Issuer has failed to comply with “one-claim-per-account” provisions of Rule 10.3.4 of the MasterCard Security Rules and Procedures in preparing or submitting to MasterCard an Issuer Operating Expense Claim or in having an Issuer Operating Expense Claim prepared or submitted to MasterCard on its behalf; (g) with respect to each of the Issuer Operating Expense Claims, the number MasterCard used to populate Item 4.1 of the MasterCard Online Issuer Claim for Reimbursement Worksheet for such claim is identical to the fully deduplicated number of Alerted-On Accounts of the issuer in question reflected in the Accounting Statement; (h) upon having applied its preliminary review process, MasterCard has determined that the maximum aggregate amount that MasterCard would award on the Issuer Operating Expense Claims is $45,742,359.60 (the “Maximum Aggregate Operating Expense Claim Amount”); (i) except for 19 Eligible MasterCard Issuers that issued 493,355 of the Alerted-On Accounts and that submitted Issuer Compliance Claims representing in the aggregate Maximum Compliance Claim Amounts of not more than $1.7 million, which 19 Eligible MasterCard Issuers are identified as Banks 264-282 on the Accounting Statement, each Eligible MasterCard Issuer submitted an Issuer Operating Expense Claim on behalf of itself and/or one or more of its Sponsored Issuers; (j) upon having applied its preliminary review process, MasterCard has determined that the amount sought by the Issuer Compliance Claims that were not duplica...

Accounting Statement. Royalty statements (which statements shall be on the form attached hereto as Exhibit O and incorporated herein by this reference or such other form as the receiving party may designate in its discretion) shall be due and payments made within thirty (30) days after the close of each calendar quarter in which the paying party received any applicable revenue. Each party shall keep a record of all sales and shall submit, together with the royalty statements, a quarterly summary report of such sales. Notwithstanding the foregoing, pursuant to Paragraphs 7(b)(2) and 7(b)(3), Fox shall make all payments of revenue remitted directly by VGSL or any other CSP with whom the parties prospectively agree Fox will receive revenue directly, within thirty (30) days of receipt of such revenue.

Accounting Statement. The following shall be added to the end of Section 3.4: “If, at the end of any calendar quarter, GF has less than [****THIS CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.] in cash and cash equivalents, then: (i) the accounting statements will include the following financial metrics of GF: cash and cash equivalents, cash inflows and cash expenditures, and (ii) the audit rights in this Section 3.4 shall increase to three times per calendar year and shall include those separate books, records and accounts kept by GF and to be supplied with such additional information, including monthly management accounts and operating statistics and other trading and financial information reasonably necessary to determine GF’s financial condition, in such form as MC may reasonably require to keep it properly informed about the financial condition of GF; provided, however, that GF shall not be required to provide MC with confidential information of third parties.” GF shall provide such statements to MC no later than fifteen calendar days following the end of the month to which the statement relates.”

Accounting Statement. References to accounting statements are in articles 3.4 and 5.2 of the Agreement.

Accounting Statement. Visa delivered to HPS and the HPS Acquirers the Accounting Statement by means of the letter described in the definition of the term “Accounting Statement”.

Accounting Statement. GF shall provide MC with a monthly written statement setting out the actual number and sources of Advertising revenues collected by or payable to GF in connection with this Agreement, including but not limited to advertising rates, click rates, and effective CPM. Such statements shall be furnished to MC regardless of whether any Advertising sales were made during the applicable month. MC has the right to one (1) annual audit of GF’s financial records solely with respect to Advertising sales made on behalf of the MC Site under this Agreement and such audit shall be upon thirty (30) days written notice to GF, during normal business hours and at MC’s sole expense. If any such audit should reveal an underpayment in excess of ****percent or more, GF shall pay to MC in addition to such deficiency, the actual reasonable out of pocket expenses for such audit.

Accounting Statement. The amounts of the Preliminary ADCR Liability Amount, Preliminary DCRS Liability Amount, the Notional ADCR Recovery of each Eligible Visa Issuer, and the Notional DCRS Recovery of each DCRS-Eligible Issuer, as such amounts are set forth in the Accounting Statement, were calculated in accordance with Visa’s standard methodologies. The amounts of the Notional ADCR Recovery Amount, Minimum Recovery Amount (if applicable), and Maximum Final ADCR Recovery Amount of each Eligible Visa Issuer, and of the Notional DCRS Recovery Amount and Maximum Final DCRS Recovery Amount of each DCRS-Eligible Issuer, as such amounts are set forth in the Accounting Statement, were calculated in accordance with the terms of this Settlement Agreement. The Accounting Statement shows: (a) the accurate number of U.S. Alerted-On Accounts for each Eligible Visa Issuer entitled to recovery under this agreement; (b) the accurate amount of each Eligible Visa Issuer’s Notional ADCR Recovery, Notional ADCR Recovery Amount, Minimum Recovery Amount (if applicable), and Maximum Final ADCR Recovery Amount; (c) the accurate amount of the Notional DCRS Recovery and Maximum Final DCRS Recovery Amount of each DCRS-Eligible Visa Issuer; and (d) that the aggregate amount of the U.S. Alerted-On Accounts for all the Eligible Visa Issuers is 86,765,509.

Accounting Statement. Prior to the execution and delivery of this Settlement Agreement, Visa has delivered to TJX and Fifth Third a preliminary version of the Accounting Statement, which version conforms to the requirements of the Accounting Statement except that, in regard to the Set 3 Accounts and the Set 4 Accounts, it assumes that “January 5, 2007” is substituted for “December 18, 2006” in defining those terms, and except that it does not provide (i) the number of Eligible Accounts on a set-by-set basis; (ii) the number of Eligible Accounts that were excluded in calculating the ADCR Recovery amounts shown; or (iii) the derivation of the payout factor that was used in calculating the counterfeit fraud portion of the ADCR Recovery amounts shown. Visa shall deliver the Accounting Statement to TJX and Fifth Third on November 30, 2007.

Accounting Statement. 4.1 The accounting statements (the “Accounts”) of Each Group Company have been prepared in accordance with the law and in compliance with the applicable accounting principles and practice of the place of its incorporation and have been audited in accordance with the applicable accounting standard thereof. 4.2 Except for those expressly stated in the audited balance sheet and the profit and loss accounts for the relevant accounting period, there is no change in the financial policy of Each Group Company during the last three accounting periods of the relevant Group Company ending on the Audited Accounts Date and the Accounts have not been affected by an extraordinary or exceptional or non-recurring matter or by any other circumstances rendering the profits or losses for the relevant accounting period unusually high or low. 4.3 The Accounts (i) give a true and fair view of the assets, liabilities, capital commitments and the state of affairs of Each Group Company as at the Audited Accounts Date and of the profits and losses of the Company for the relevant period; (ii) reserve or provide in full for depreciation, all bad and doubtful debts and all other liabilities, whether actual, contingent or otherwise, and all financial commitments in existence as at the Audited Accounts Date; and (iii) reserve or provide in full for all Taxation for which the Company may be liable as at the Audited Accounts Date, whether contingent or deferred, and whether the Company is entitled or may be entitled to be reimbursed by any other party. 4.4 The Management Accounts have been prepared in accordance with the disclosed accounting policies of the Group Company and on a consistent basis and show a fair view of the assets and liabilities, profits and losses of the Company as at or up to f the Management Accounts Date or the date of preparation.. The Management Accounts provide in full for all actual liabilities and make appropriate provision (or otherwise explained in its notes in accordance with good accounting practice) for all contingent liabilities, all bad and doubtful debts. 4.5 All the accounts, books, registers, ledgers, any financial and other records of whatsoever kind of Each Group Company have been fully, properly and accurately maintained.