Confirmation of Calculations Sample Clauses

Confirmation of Calculations. As soon as reasonably practicable after the Effective Time, Parent’s actuary shall certify to SpinCo the Pension Plan Asset Transfer Amount to be transferred to the SpinCo Qualified Pension Plan. If requested by SpinCo within ten (10) days after such certification, Parent’s actuary shall provide SpinCo’s actuary with a complete computer file containing the employee data and all other relevant information used by Parent’s actuary or otherwise reasonably requested by SpinCo’s actuary as needed to confirm the Pension Plan Asset Transfer Amount. The Pension Plan Asset Transfer Amount shall become final and binding upon the Parties at the close of business on the one hundred twentieth (120th) day following Parent’s actuary’s certification to SpinCo of the Pension Plan Asset Transfer Amount, unless prior to such one hundred twentieth (120th) day SpinCo delivers a written notice to Parent stating that SpinCo believes that the calculation of the Pension Plan Asset Transfer Amount contains factual or mathematical errors or otherwise fails to comport with the Actuarial Assumptions. Any such notice shall state in reasonable detail the basis for such belief. Should SpinCo timely provide such notice, the Parties shall use their reasonable best efforts to resolve promptly any disagreements regarding such calculations. In the event that the Parties cannot resolve such disagreements, the Parties shall jointly select an independent third actuary with whom none of the Parties have a material relationship, who shall render its determination promptly (and in any case within thirty (30) days of being engaged to review the disputed matter). The third actuary’s determination shall be made in accordance with the requirements of this Section 5.2(c) and shall be binding on the Parties. The third actuary shall be required to confirm the determination of the Parent actuary unless, and solely to the extent that, the third actuary determines that (i) such determination contains factual or mathematical errors or (ii) the determination of the Parent actuary has no reasonable basis or otherwise fails to comport with the Actuarial Assumptions, in each case applying an abuse of discretion standard. In no event (except for inaccuracy of the data provided) shall the amount determined by the third actuary be more than the amount claimed by SpinCo or less than the amount shown in the calculations of Parent’s actuary. Each of the Parties shall bear the fees, costs and expenses of their respectiv...
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Confirmation of Calculations. The parties hereby reaffirm Section 3 in all respects as it applies to the calculations of “CAGR,” “Net Profit After Taxes” and “Revenue” as set forth in Schedule 3.1(c). Such terms shall be as intended under the definitions of the Agreement, regardless of accounting policies or other changes to methods of accounting later applied to certain revenue and income of the Buyer that may be otherwise applicable to financial statements and operational metrics of Buyer.
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Confirmation of Calculations. Seller undertakes to procure that each Company from the date hereof until the final Closing Date shall prepare and provide to Buyer (with a copy to SPI and Thelmico), a spreadsheet with all calculations which are necessary for Buyer in order to confirm the accuracy of the amounts of existing Cash and the Monthly Net Cash Flow (minus the Cash Reserves) of each Company, which has been applied as partial payment of the respective Purchase Price, in accordance with paragraphs 9.2 (a), 9.3 (a) and 9.4 (a) above. If Buyer contests any of the calculations in the above spreadsheet and the amounts of existing Cash or the Monthly Net Cash Flow (minus the Cash Reserves) which have been applied as partial payment of the respective Purchase Price, Seller shall provide all supporting documents (invoices, payment receipts from LAGIE etc.) in order to confirm the accuracy of such calculations (to the reasonable satisfaction of Buyer).
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Confirmation of Calculations. Investor shall be reasonably satisfied with the Shares Purchase Price and Shares Issuance Information.
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Related to Confirmation of Calculations

  • Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in subsection 6.1(v)). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Company, Administrative Agent or Requisite Lenders shall so request, Administrative Agent, Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1(v).

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

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

  • Certain Determinations For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 6 (and shall cooperate to the extent necessary for any of the determinations in this Section 6(c) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify the Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 6 shall be binding on the Executive and the Company and shall be made as soon as reasonably practicable and in no event later than 15 days following the later of the Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

  • 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.

  • Accounting Terms and Calculations Except as may be expressly provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. To the extent any change in GAAP affects any computation or determination required to be made pursuant to this Agreement, such computation or determination shall be made as if such change in GAAP had not occurred unless the Borrower and the Bank agree in writing on an adjustment to such computation or determination to account for such change in GAAP.

  • Adjustments; Set-off; Calculations; Computations (a) If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 9.1(f), or otherwise (except pursuant to Section 2.7, 2.8, 4.4, 4.9, 4.10, 4.11, 4.12, 4.13(d), 11.1(g) or 11.6)), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans owing to it, or interest thereon, such Benefited Lender shall purchase for cash from the other Lenders an interest (by participation, assignment or otherwise) in such portion of each such other Lender’s Loans owing to it, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

  • Calculations and Certificates 36.1 Accounts In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

  • Financial Calculations All financial calculations to be made under, or for the purposes of, this Agreement and any other Transaction Document shall be made in accordance with the Accounting Standards and, except as otherwise required in this Agreement or to conform to any provision of this Agreement, shall be calculated from the then most recently issued quarterly financial statements which the Borrower is obligated to furnish to the Lenders under Section 5.03 (

  • Computation of Time Periods; Other Definitional Provisions In this Agreement and the other Loan Documents in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. References in the Loan Documents to any agreement or contract “as amended” shall mean and be a reference to such agreement or contract as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms.

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