Resolution of Open Items Sample Clauses

Resolution of Open Items. (i) All Open Items (including the Effect of Open Items) shall be decided in accordance with Exhibit C and the following procedures. The Shareholders' Representative shall select one accountant with expertise in such matters and Enterprises shall select one accountant with expertise in such matters, and the two so selected shall attempt to resolve the Open Items. Each party shall be responsible for the costs of any such accountant selected by such party and any other expenses it may incur. All amounts agreed upon by Enterprises and the Shareholders' Representative or by the accountants (if the parties are unable to agree) shall be conclusive and binding. If within 13 30 days of the selection of the two accountants, the 7 accountants have not resolved all Open Items, then such items as have not been resolved shall be submitted to a third accountant selected by the Shareholders' Representative and Enterprises within 15 days after the expiration of the 30-day period. If Enterprises and the Shareholders' Representative cannot agree upon a third accountant within 15 days, then the accountant shall be selected by the first two accountants (who shall not select an accountant from TBG's Accountants or Ernst & Young LLP). The third accountant shall render his decision on such remaining Open Items as promptly as practicable, but in no event more than 30 days after such accountant is selected. The TBG Shareholders (considered as a single person) and Enterprises shall each bear one-half of the fees and expenses of the third accountant, whose decision shall be the final determination of the Open Items submitted to him and shall be conclusive and binding. If at any time before a decision is delivered by the accountants to the Shareholders' Representative and Enterprises pursuant to the foregoing dispute resolution procedures the Shareholders' Representative and Enterprises agree on the resolution of an Open Item (and the parties shall give the accountants prompt notice of any such agreement), then such resolution shall be conclusive and binding even though the accountants may have concluded otherwise and/or the Shareholders' Representative and Enterprises receive a notice of the decision from the accountants after the Shareholders' Representative and Enterprises have reached an agreement.
Sample 1
AutoNDA by SimpleDocs
Resolution of Open Items. The Delivering Party will provide supporting documentation to the Receiving Party. In the case of open items, the Delivering Party must provide documentation as requested by the Receiving Party within six (6) months of the request, or reverse the transaction off the Exchange Statement. If, upon receipt of the supporting documentation, the Receiving Party determines the transaction to be in error, the Receiving Party must communicate the error to the Delivering Party within six (6) months of the receipt of the erroneous supporting documentation or it will be deemed to have accepted the transaction and will record it as the Delivering Party’s Exchange Statement reflects. If a transaction has not been reported by either the Receiving Party or Delivering Party for a year subsequent to the ship date as shown on the xxxx of lading, both Parties are prohibited from reporting it, unless the Parties agree, in writing, prior to the transaction being recorded on the Exchange Statement.
Sample 1

Related to Resolution of Open Items

  • Statement of Operations d. Statement of Changes in Net Assets.

  • Cessation of Operations Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

  • Continuity of Operations (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.

  • Definition of Operating Expenses (a) Subject to the exclusions and provisions hereinafter contained, the term "

  • Resignation of Operator Subject to Article 4.11, Operator may resign as Operator at any time by so notifying the other Parties at least one hundred and twenty (120) Days prior to the effective date of such resignation.

  • Control of Operations Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (a) nothing contained in this Agreement shall give Parent or the Company, directly or indirectly, the right to control or direct the other party’s operations prior to the Effective Time and (b) prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

  • Maintenance of Operations The Servicer agrees to continue to operate its distribution system to provide service to its customers so long as it is acting as the Servicer under this Agreement.

  • Payment of Operating Expenses Subject to the provisions of Section 6.08(c), Borrower will (i) pay the expenses of operating, managing, maintaining and repairing the Mortgaged Property (including utilities, Repairs and Capital Replacements) before the last date upon which each such payment may be made without any penalty or interest charge being added, and (ii) pay Insurance premiums at least 30 days prior to the expiration date of each policy of Insurance, unless applicable law specifies some lesser period.

  • Duration of Operating Expense Limit The Operating Expense Limit with respect to the Fund shall remain in effect during the term of this Agreement.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.