Final Adjustments. Upon expiry of the Term, any monies due and owing by either Party to the other shall be paid, any corrections or adjustments to payments previously made shall be determined, and any refunds due shall be made within 60 days after the date of such expiry.
Final Adjustments. Within one hundred twenty (120) days after the date of Closing, Seller shall prepare, in consultation with Buyer, a Final Settlement Statement, acting reasonably and in good faith (the “Final Settlement Statement”), setting forth (i) the final adjustments to the Purchase Price provided in Section 2.4 and (ii) any other adjustments arising pursuant to this Agreement or to which the parties mutually agree. Seller may set off any resulting amount due to Buyer against any amount or sum that Buyer may otherwise owe to Seller under the terms of this Agreement. Seller shall submit the Final Settlement Statement to Buyer, along with copies of third party vendor invoices, or other evidence of expenses agreed to by Buyer and Seller. Buyer shall respond in writing with objections and proposed corrections within thirty (30) days of receiving the Final Settlement Statement. If Buyer does not respond to the Final Settlement Statement by signing or objecting in writing within such thirty (30) day period, the statement will be deemed approved by Buyer and final and binding between the parties. After approval of the Final Settlement Statement, Buyer or Seller will send a check or invoice to Seller or Buyer, as the case may be, for the net amount reflected therein as owed by such party. If Buyer and Seller are unable to agree to all adjustments within thirty (30) days after Buyer’s written objection to the Final Settlement Statement submitted by Seller, adjustments which are not in dispute shall be paid by Buyer or Seller, as the case may be, at the expiration of such thirty day period and either party may submit such disagreement to an Independent Expert selected in the manner provided in Section 8 for resolution. An Independent Expert selected with respect to any dispute relating to the Final Settlement Statement need not be the Independent Expert selected pursuant to Section 8 with respect to a Title Defect or Environmental Defect, if any such person had been previously selected with respect to such matters.
Final Adjustments. Except as otherwise provided herein, any revenue or expense amount which cannot be ascertained with certainty as of Closing shall be prorated on the basis of the Parties’ reasonable estimates of such amount and current receipts, and shall be the subject of a final proration 60 days after Closing, or as soon thereafter as the precise amounts can be ascertained. OpCo shall promptly notify Landmark when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, the Parties shall jointly and in good faith prepare a final proration statement, which final proration statement when agreed upon by the Parties, shall be conclusively deemed to be accurate and final.
Final Adjustments. Upon receipt of the final claim for the Project, but before issuing the final payment for the Project, the Parties will jointly carry out a final reconciliation of all claims and payments in respect of the Project and make any adjustments required in the circumstances.
Final Adjustments. After the Recipient has submitted its Final Report and before the Expiry Date, the Parties will jointly carry out a final reconciliation of all Funds in respect of the Project and make any adjustments required in the circumstances. SUB-SCHEDULE “J.1” ONTARIO MUNICIPAL COMMUTER CYCLING (OMCC) PROGRAM FORM OF ANNUAL FUNDING CERTIFICATE ANNUAL FUNDING CERTIFICATE TO: Transportation Policy Branch Ontario Ministry of Transportation 000 Xxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX X0X 0X0 Telephone: 0-000-000-0000 Facsimile: (000) 000-0000 E-mail: xxxxxxx@xxxxxxx.xx FROM: Name/Title: [Enter the name and title of the Senior Financial Officer of the Recipient.] Address: [Enter the address of the Senior Financial Officer of the Recipient.] Telephone: [Enter the telephone number of the Senior Financial Officer of the Recipient.] Facsimile: [Enter the facsimile number of the Senior Financial Officer of the Recipient.] Email: [Enter the email address of the Senior Financial Officer of the Recipient.] ON BEHALF OF: [Enter the Recipient’s name.] RE: Ontario Municipal Commuter Cycling (OMCC) Program - Annual Funding Certificate In the matter of the Ontario Municipal Commuter Cycling (OMCC) Program Transfer Payment Agreement entered into between Her Majesty the Queen in right of Ontario, represented by the Minister of Transportation for the Province of Ontario, and the [Enter the legal name of the municipality.] (the “Recipient”), on , (the “Agreement”).
Final Adjustments. Upon Canada’s receipt of the final claim, but before issuing the final payment, the Parties will jointly carry out a final reconciliation of all claims and payments in respect of the Project and make any adjustments required in the circumstances.
Final Adjustments. (a) No more than ninety (90) days after the Closing Date, Growth Partners shall prepare and deliver to CEOC a written statement (the “Final Closing Statement”), including (i) the Final Closing Net Working Capital for each Specified Purchased Entity, including the resulting Final Closing Net Working Capital Overage (if any) or Final Closing Net Working Capital Shortage (if any) for all Specified Purchased Entities (in the aggregate), and including a detailed breakdown of the various amounts of each component of Net Working Capital for each Specified Purchased Entity, which shall be prepared in good faith and on a basis consistent with the preparation of the Financial Statements for the relevant Company Party and the calculation of Net Working Capital for the relevant Specified Purchased Entity as set forth on Exhibit C, (ii) the Final Closing Cash for each Specified Purchased Entity (and, if applicable, CIC), including the resulting Final Closing Cash Overage (if any) or Final Closing Cash Shortage (if any) for all Specified Purchased Entities (and, if applicable, CIC) (in the aggregate) and (iii) a reasonably detailed schedule setting forth (x) the Final Pre-Closing Quad Renovation Expenditures, including the resulting Final Pre-Closing Quad Renovation Expenditures Overage (if any) or Final Pre-Closing Quad Renovation Expenditures Shortage (if any), and (y) the Final Closing Indebtedness, including the resulting Final Closing Indebtedness Overage (if any) or Final Closing Indebtedness Shortage (if any), in each case, including appropriate backup documentation to support such amounts. Any such amounts determined pursuant to the Final Closing Statement shall be paid to either CEOC or Growth Partners pursuant to Section 3.4(c) hereof (the “Final Closing Payment”). The Closing Payment, as adjusted by the Final Closing Payment, is the “Purchase Price”.
Final Adjustments. 7.1 FADJ shall be equal to the following: FADJ for the EMA = (TotalAC – TotalAR) + TotalACAP – (TotalPFP + TotalPBCP) - TotalPADJ Where:
Final Adjustments. To the extent that there are assets or liabilities other than Permitted Liabilities, which were not (i) included in the Pro Forma Closing Balance Sheet, or (ii) reflected in any adjustment made at the Closing to the Purchase Price, but which are included in the Closing Balance Sheet or discovered subsequent thereto, and which would, if they had been included in the Pro Forma Closing Balance Sheet, have resulted in an adjustment to the Purchase Price, the amount thereof shall be deemed an adjustment to the Purchase Price and the net amount due, whether from Buyer or the Stockholder, shall be remitted to the other party within five (5) days of request therefor from the party to whom such payment is due.
Final Adjustments. (a) Section 1.6(b)(viii) of the Agreement is hereby amended to delete the phrase “is less than Reference Working Capital by more than the Permitted Deficiency Amount (the “Swing Shortfall”)” and replace it with the phrase “is less than the Permitted Deficiency Amount (such deficiency, the “Swing Shortfall”)”.
