DELIVERY OF CALCULATIONS On or before November 1 of each year for which this Agreement is effective, the Third Party appointed pursuant to Section 4.3 of this Agreement shall forward to the Parties a certification containing the calculations required under this Article IV, Article V, Article VI, of this Agreement in sufficient detail to allow the Parties to understand the manner in which the calculations were made. The Third Party shall simultaneously submit his, her, or its invoice for fees for services rendered to the Parties, if any fees are being claimed, which fee shall be the sole responsibility of the District, but subject to the provisions of Section 4.8, below. Upon reasonable prior notice, the employees and agents of the Applicant shall have access, at all reasonable times, to the Third Party’s calculations, records, and correspondence pertaining to the calculation and fee for the purpose of verification. The Third Party shall maintain supporting data consistent with generally accepted accounting practices, and the employees and agents of the Applicant shall have the right to reproduce and retain for purpose of audit, any of these documents. The Third Party shall preserve all documents pertaining to the calculation until four (4) years after the Final Termination Date of this Agreement. The Applicant shall not be liable for any of the Third Party’s costs resulting from an audit of the Third Party’s books, records, correspondence, or work papers pertaining to the calculations contemplated by this Agreement.
Off-Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.
Closing Date Balance Sheet (a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.
No Off Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.
EXTRADITION Extradition treaty, with exchange of notes. Signed at San Jose December 4, 1982; entered into force October 11, 1991. TIAS Agreement relating to investment guaranties. Signed at San Jose November 22, 1968; en- tered into force October 24, 1969. 20 UST 3001; TIAS 6776; 726 UNTS 157. Agreement regarding the consolidation and re- scheduling of certain debts owed to, guaran- teed or insured by the United States Govern- ment and its agencies, with annexes. Signed at Washington May 18, 1984; entered into force June 22, 1984. NP Agreement regarding the consolidation and re- scheduling of certain debts owed to, guaran- teed by or insured by the United States Gov- ernment and its agencies, with annexes. Signed at San Jose December 16, 1985; entered into force January 29, 1986. NP Agreement regarding the consolidation and re- scheduling of certain debts owed to, guaran- teed by or insured by the United States Gov- ernment and its agencies. Signed at San Jose February 22, 1990; entered into force April 9, 1990. NP Swap agreement among the United States Treasury and the Central Bank of Costa Rica/ Government of Costa Rica. Signed at Wash- ington and San Jose May 18, 1990; entered into force May 18, 1990. TIAS Agreement regarding the consolidation and re- scheduling or refinancing of certain debts owed to, guaranteed by, or insured by the United States Government and its agencies, with annexes. Signed at San Jose February 19, 1992; entered into force April 20, 1992. NP Agreement regarding the consolidation and re- scheduling or refinancing of certain debts owed to, guaranteed by or insured by the United States Government and its agencies, with annexes. Signed at San Jose November 22, 1993; entered into force August 10, 1994. NP Agreement relating to the construction of the inter-American highway within the borders of Costa Rica. Exchange of notes at Washington January 16, 1942; entered into force January 16, 1942. 56 Stat. 1840; EAS 293; 6 Bevans 1068; 23 UNTS 285. Amendment: January 13 and 17, 1951 (2 UST 1844; TIAS 2319; 134 UNTS 215).
