Annual Determination. (a) For the Contract Year in which the Commencement Date occurs, the TOP PricePZ and Non-TOP PricePZ are set out in the relevant Train Path Schedule to the agreement.
Annual Determination. User Fees will be determined annually in accordance with the following procedure:
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Annual Determination. The annual determination of Expenses shall be made by Landlord and shall be binding upon Landlord and Tenant, subject to the provisions of this Section 4.3.3. During the Term, Tenant may review, at Tenant’s sole cost and expense (subject to reimbursement by Landlord if the results of such audit reveal that Tenant was overcharged by 5% or more), the books and records supporting such determination in an office of Landlord, or Landlord’s agent, during normal business hours, upon giving Landlord five (5) days advance written notice within sixty (60) days after receipt of such determination, but in no event more often than once in any one (1) year period, subject to execution of a confidentiality agreement acceptable to Landlord in its reasonable discretion, and provided that if Tenant utilizes an independent accountant to perform such review it shall be one of national standing which is reasonably acceptable to Landlord, is not compensated on a contingency basis and is also subject to such confidentiality agreement. Landlord shall cooperate in good faith with Tenant and the Tenant’s accountant to provide the information upon which the certification is to be based. However, if such certification of the actual Expenses by the accountant proves that Tenant’s Share of the Expenses set forth in the Statement were overstated by more than five percent (5%), then Tenant’s reasonable out-of-pocket costs for the performance of the review of Landlord’s books and records shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any Expenses payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or in equity relating thereto. If Tenant fails to object to Landlord’s determination of Expenses within ninety (90) days after receipt, Tenant shall be deemed to have approved such determination and shall have no further right to object to or contest such determination. In the event that during all or any portion of any Expense Year or Base Year, the Building is not fully rented and occupied Landlord shall make an appropriate adjustment in occupancy-related Expenses for such year for the purpose of avoiding distortion of the amount of s...
Annual Determination. The Purchaser shall (or, at its sole discretion, shall cause the Accountants to), as soon as practicable after the end of each of calendar years 2021 and 2022, prepare in accordance with GAAP, a report containing a consolidated balance sheet of the Company as of the close of business on December 31 of each such calendar year, and a related consolidated statement of income of the Company for the twelve (12) months then ended, in each case together with a statement based upon such report which (x) states that it was prepared in accordance with this Agreement and (y) sets forth for the period under examination the applicable calculation of Revenue of the Company and EBITDA of the Company (the “Annual Determination”). The Purchaser shall have the option, in its sole discretion, to instruct the Accountants to audit the financial statements and to determine the scope of such audit. The Purchaser shall deliver a copy of each such Annual Determination to the Seller not later than 90 days after the end of the period to which such Annual Determination relates; provided, however, any delay in meeting such timetable shall impose no liability on the part of the Purchaser.
Annual Determination. Prior to the commencement of the Lease term and of each calendar year thereafter, Landlord shall give Tenant a written estimate of Building Operating Expenses, Project Operating Expenses and Tenant's proportionate share thereof payable for the ensuing year or portion thereof. Tenant shall pay such estimated amount to Landlord in equal monthly installments, in advance. Within ninety (90) days after the end of each calendar year, Landlord shall furnish to Tenant a statement showing in reasonable detail the actual Building and Project Operating Expenses incurred by Landlord during such period, and the parties shall within thirty (30) days thereafter make any payment or allowance necessary to adjust Tenant's estimated payment to Tenant's actual proportionate share as shown by such annual statement. Any amount due Tenant shall be credited against installments next coming due under this Paragraph 3.
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Annual Determination. Except as otherwise provided herein, Net Profits and Net Losses shall be determined at the close of each tax year of the Partnership and thereafter shall be credited or charged to the respective Capital Accounts of the respective Partners in the respective Net Profits Sharing Percentages and Net Losses Sharing Percentages then in effect. After giving effect to the special allocations set forth in Section 3.04, the allocation of all income, gain, loss, deductions, credit and tax preference items shall be determined by the Net Profits Sharing Percentages or Net Losses Sharing Percentages, as the case may be.
Annual Determination. (a) The Earn-Out will be calculated and paid annually, if earned, based upon the annual cumulative Pre-Tax Income during each fiscal year of the Applicable Term. To determine the Pre-Tax Income, within ninety (90) days after the end of each of the Company's fiscal years during the Applicable Term, the Buyer, with the assistance of the Company's management, shall have prepared and delivered to Shareholders the income statement for such year for the Company (the "EARNOUT INCOME STATEMENT"), which shall have been prepared in accordance with GAAP (excluding footnotes and other disclosures required by GAAP) applied consistently with past practices, and including an adjustment for all income taxes accrued and accruable through the date of such Earnout Income Statement, along with a statement setting forth in reasonable detail the computation of Pre-Tax Income, including identification of all excluded items and adjustments and all necessary supporting calculations.
