True-Up Calculation Clause Samples
A True-Up Calculation clause defines the process for reconciling estimated or provisional payments with actual amounts owed between parties. Typically, this clause requires a review and adjustment of payments once final figures, such as costs or revenues, are determined—often after a project phase or fiscal period ends. For example, if one party made advance payments based on projected expenses, the true-up ensures any overpayments or underpayments are corrected. The core function of this clause is to ensure financial accuracy and fairness by aligning payments with actual, rather than estimated, values.
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True-Up Calculation. Within 90 calendar days after the Closing Date, ▇▇▇▇▇ agrees to prepare and deliver to Seller a statement prepared in accordance with the methodologies provided in this Agreement, including work papers supporting such statement, reflecting any adjustments, additions and deletions necessary to properly reflect the value of the Purchased Assets (including but not limited to any proration of operating expenses) in accordance with this Agreement (the “Purchase Price Adjustment”). Seller shall have 15 calendar days to review the Purchase Price Adjustment after receipt thereof. If Seller does not deliver to Buyer written notice of its objection to such Purchase Price Adjustment on or prior to 15 calendar days after its receipt thereof (an “Objection Notice”), Seller shall be deemed to have accepted and agreed to such Purchase Price Adjustment as final, binding and conclusive. If Seller provides an Objection Notice to Buyer within such period in the manner set forth above or (ii) Buyer does not deliver a Purchase Price Adjustment within 60 days after the Closing Date and Seller provides a written notice to Buyer within 30 days after the expiration of such 60 day period that adjustments, additions or deletions to the Purchase Price are necessary to properly reflect the value of the Purchased Assets in accordance with the Agreement, Buyer and Seller shall, within 10 business days following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If, at the end of the Resolution Period, the parties have not resolved their differences, then all amounts remaining in dispute shall be submitted to ________________ (the “Accountants”). The parties agree to cooperate with, and provide all necessary information to, Accountants in order to expedite Accountant’s analysis of such Purchase Price Adjustment, and shall make a determination solely based on the provisions of the Agreement and solely with respect to the items that remain subject to dispute. Accountants shall not assign a value to any disputed matter greater than the greatest value for such matter proposed by either party or less than the smallest value proposed for such matter by either party. All fees and expenses relating to the work, if any, to be performed by Accountants shall be paid by the party whose position concerning valuation was not supported by Accountants. If Accountants do not support eith...
True-Up Calculation. Within thirty (30) days after the Closing Date, Seller and Purchaser will use their respective reasonable best efforts jointly to prepare (A) the unaudited balance sheet of the Company at the Effective Time (the “Closing Date Balance Sheet”) and (B) a schedule (the “Adjustment Schedule”) setting forth a reasonably detailed calculation of the Closing Date Net Working Capital and the Net Working Capital Adjustment, if any, along with the resulting Purchase Price (the “True-Up Calculation”). The Closing Date Balance Sheet and Adjustment Schedule shall be prepared on the same basis as the Company Financial Statements, but with the adjustments thereto set forth on Schedule 1.6(b)-C. Seller and Purchaser, respectively, shall each bear their own costs to prepare the Closing Date Balance Sheet and Adjustment Schedule. Seller and Purchaser shall cooperate in all reasonable respects with each other in connection with the preparation of the Closing Date Balance Sheet and Adjustment Schedule. The True-Up Calculation shall be deemed to be final and conclusive and agreed to by Purchaser and Seller, and shall be the basis for the true-up payment of the Net Working Capital Adjustment required by Section 1.6(b)(i). If the Parties cannot within such thirty (30) day period (or such longer period as the Parties may mutually agree upon in writing) agree upon and prepare the Closing Date Balance Sheet, the Adjustment Schedule and the True-Up Calculation, then either Party may deliver written notice (the “Dispute Notice”) to the other Party of such dispute.
True-Up Calculation. Notwithstanding the foregoing, following completion of the period commencing on the first day of the calendar quarter in which the Grant Date occurs (the “Initial Reference Date”) and ending on the day prior to the third anniversary of the Initial Reference Date (the “True-Up Performance Period”), the Compensation Committee will determine the number of PSUs that would vest if the target (and corresponding maximum) number of PSUs subject to this Award had been subject only to the True-Up Performance Period (the “True-Up Calculation”). If the number of PSUs that vest pursuant to the True-Up Calculation is greater than the aggregate number PSUs that vested under this Agreement in the three Performance Periods described herein without regard to the True-Up Calculation, then such greater number of PSUs shall vest pursuant to the True-Up Calculation, reduced by the number of PSUs previously vested. Shares and dividend equivalents underlying such vested PSUs shall be distributed following completion of the certification described above.
True-Up Calculation
True-Up Calculation. The parties hereto acknowledge that it is the Company's historical practice to balance revenues and fully distributed cost by accruing in favor of Sellers a credit (which shall be applied, in accordance with the Company's historical practices, against accounts receivable) equal in the aggregate approximately to the amount by which the Company's operating income exceeds the Company's "regulatory income" (as such term customarily is used by the Company). Sellers have advised Purchaser 5 that, as of September 30, 1997, the Company's estimate of such "true-up" credit was $115,000,000. Such credit will cease to accrue as of the close of business on October 31, 1997. The parties hereto acknowledge that the actual amount of such liability shall be determined pursuant to Section 2.3 of the Agreement, and that such amount, as finally determined, will be satisfied by the Company in accordance with its historical practices.