Annual Reconciliation; Accounting; Audit Rights Sample Clauses

Annual Reconciliation; Accounting; Audit Rights. Because the Master Lease provides for the payment by Sublandlord of Operating Expenses on the basis of an estimate thereof, as and when adjustments between estimated and actual Operating Expenses are made under the Master Lease, as applicable, the obligations of Sublandlord and Subtenant hereunder shall be adjusted in a like manner; and if any such adjustment shall occur after the expiration or earlier termination of the Term, then the obligations of Sublandlord and Subtenant under this Section 3 shall survive such expiration or termination. Subtenant shall pay those Operating Expenses allocated to the Premises based on Master Landlord’s estimate thereof (as it may be adjusted from time to time in accordance with the Master Lease) provided to Subtenant pursuant to Section 3.3.1 above. Within thirty (30) days after Sublandlord receives from the Master Landlord the annual statement of actual Operating Expenses incurred by Master Landlord (the “Accounting”), Sublandlord shall provide Subtenant an accounting of the actual Operating Expenses payable with respect to the Premises as reflected in the Accounting. In the event that the Accounting shows that Subtenant paid more or less than the actual Operating Expenses payable by Subtenant hereunder, then Subtenant shall either promptly receive a credit against future Rent (or such amount shall be promptly paid to Subtenant if the Term has expired or been terminated) or shall be required to pay to Sublandlord the deficient amount within thirty (30) days after Subtenant’s receipt of such Accounting. Sublandlord shall use commercially reasonable efforts to include in the Consent Master SMRH:473310031.19 -5- 000 XXXXXX XXXXX XXXXXXXXX. SUBLEASE - PROTHENA BIOSCIENCES FINAL EXECUTION VERSION 0SDM-159614 SV\1619361.8 Landlord’s agreement that Subtenant may exercise directly Sublandlord’s rights as Tenant under Section 9.4(b) of the Original Master Lease to examine Master Landlord’s books and records, provided, that, (i) Sublandlord's rights to audit Operating Expenses under the Master Lease are not affected or limited thereby, and (ii) in no event will Subtenant be entitled to a reduction of Operating Expenses with respect to the Premises if Sublandlord is obligated to pay such Operating Expenses. If Master Landlord does not so agree, then Sublandlord shall, upon the written request of Subtenant and at Subtenant’s sole cost and expense, exercise such rights in a commercially reasonable manner (subject to, and in accordan...
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Related to Annual Reconciliation; Accounting; Audit Rights

  • Annual Reconciliation By June 30th of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting of actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees that Landlord shall be entitled to deduct such underpayment from Tenant's Security Deposit. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant as soon as practicable thereafter. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to deduct any portion of any underpayment from Tenant's Security Deposit, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease or at any time after the expiration or earlier termination of this Lease.

  • Reconciliation of Accounts Any reconciliation of Accounts performed by any party hereto, or any Subservicer or Subcontractor shall be prepared no later than 45 calendar days after the bank statement cutoff date. * * * * * *

  • Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;

  • Portfolio Accounting Services (1) Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Fund’s investment adviser.

  • VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES BNY Mellon shall provide the following valuation support and computation accounting services for each Fund: § Journalize investment, capital share and income and expense activities; § Maintain individual ledgers for investment securities; § Maintain historical tax lots for each security; § Corporate action processing as more fully set forth in the SLDs; § Reconcile cash and investment balances of each Fund with the Fund’s custodian or other counterparties as applicable; § Provide a Fund’s investment adviser, as applicable, with the cash balance available for investment purposes at start-of-day and upon request, as agreed by the parties; § Calculate capital gains and losses; § Calculate daily distribution rate per share; § Determine net income; § Obtain security market quotes and currency exchange rates from pricing services approved by a Fund’s investment adviser, or if such quotes are unavailable, then obtain such prices from the Fund’s investment adviser, and in either case, calculate the market value of each Fund’s investments in accordance with the Fund's valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Fund's investments, including securities lending related cash collateral investments (with the exception of the services provided hereunder to Funds utilized for such cash collateral investments), itself or to confirm or validate any information or valuation provided by the investment adviser or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations; notwithstanding the foregoing, BNY Mellon shall follow the established procedures and controls to identify exceptions, tolerance breaches, etc. and to research and resolve or escalate any pricing inaccuracies; § Application of the established automated price validation rules against prices received from third party vendors and review of exceptions as identified; § Calculate Net Asset Value in the manner specified in the Fund’s Offering Materials (which, for the service described herein, shall include the Fund’s Net Asset Value error policy); § Calculate Accumulated Unit Values (“AUV”) for select funds as mutually agreed upon between the parties; § Transmit or make available a copy of the daily portfolio valuation to a Fund’s investment adviser; § Calculate yields, portfolio dollar-weighted average maturity and dollar-weighted average life as applicable; and § Calculate portfolio turnover rate for inclusion in the annual and semi-annual shareholder reports. § For money market funds, obtain security market quotes and calculate the market-value Net Asset Value in accordance with the Fund’s valuation policies and guidelines at such times and frequencies as required by regulation and/or instruction from TRP.

  • Tax Accounting Services (1) Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”).

  • Monthly Accountings Silicon shall provide Borrower monthly with an account of advances, charges, expenses and payments made pursuant to this Agreement. Such account shall be deemed correct, accurate and binding on Borrower and an account stated (except for reverses and reapplications of payments made and corrections of errors discovered by Silicon), unless Borrower notifies Silicon in writing to the contrary within thirty days after each account is rendered, describing the nature of any alleged errors or admissions.

  • Fund Accounting Services GFS may from time to time adopt procedures, or modify its procedures, to implement the terms of this Section. With respect to each Fund, GFS shall provide the following services subject to, and in compliance with, the objectives, policies and limitations set forth in the Trust’s Registration Statement, the Trust’s Agreement and Declaration of Trust, Bylaws, applicable laws and regulations, and resolutions and policies implemented by the Trust’s Board of Trustees (the “Board”):

  • Audited accounts 29.1.1 The Concessionaire shall maintain books of accounts recording all its receipts (including all fee and other revenues derived/collected by it from or on account of the Project and/or its use), income, expenditure, payments (including payments from the Escrow Account), assets and liabilities, in accordance with this Agreement, Good Industry Practice,

  • Quarterly and Annual Reconciliation 10.6.1 The Parties acknowledge that all payments made against Monthly Bills and Supplementary Bills shall be subject to quarterly reconciliation within 30 days of the end of the quarter at the beginning of the following quarter of each Contract Year and annual reconciliation at the end of each Contract Year within 30 days to take into account the Energy Accounts, Tariff adjustment payments, Tariff Rebate, Late Payment Surcharge, or any other reasonable circumstance provided under this Agreement.

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