Accounting Procedures Sample Clauses

Accounting Procedures. 7.3.1. Principal and Interest Computation.......................... 7.3.2.

Accounting Procedures. The compensation to be paid pursuant to Sections 3.2 and 3.3 hereof shall be determined in accordance with the following procedure: (e) The Company’s independent auditors (the “Accountants”) shall prepare in accordance with GAAP, and deliver to the Company, a report containing a computation of Adjusted EBITDA under Sections 3.2 and 3.3, respectively, within 90 days following the completion of each calendar year (“Report of Accountants”). The Company shall promptly deliver, or cause to be delivered, a copy of each such computation of each applicable Adjusted EBITDA to the Consultant or its representatives. (f) Either party shall have thirty (30) days following receipt of the Report of Accountants to dispute any computations made therein, by delivery of a written notice to the other party hereto, which notice shall include an explanation of the basis for such dispute. If after such thirty day period neither party receives written notice of a dispute, the Report of Accountants shall thereupon be deemed final and binding on the parties. (g) If the Company and the Consultant reconcile their differences, the applicable Adjusted EBITDA for the relevant time period shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon agreement in writing by the parties, and shall be enforceable in a court of law. If the Company and the Consultant are unable to reconcile their differences in writing within 20 days after written notice is delivered to the other party (the “Reconciliation Period”), the items in dispute shall be submitted to a mutually acceptable accounting firm (other than the Accountants) (the “Independent Auditors”) for final determination, and the calculation of applicable Adjusted EBITDA for the relevant time period shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. The Independent Auditors shall consider only the items in dispute and shall be instructed to act within 20 days (or such longer period as the parties hereto may agree) to resolve all items in dispute. In the event the parties are unable to agree on a mutually acceptable accounting firm within thirty (30) days of the expiration of the Reconciliation Period, the matter shall be submitted to the courts of the State of New York, County of Nassau, which the parties agree shall have the exclusive right to appoint the ac...

Accounting Procedures. 71 11.3 Withdrawals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 11.4

Accounting Procedures. The Committee shall maintain a separate Participant Voluntary Contribution Account for Employee contributions made prior to such time. Such Account shall be fully vested and nonforfeitable at all times. On the basis of each annual valuation of the Trust Fund, as provided for in the Trust Agreement, the Participant Voluntary Contribution Accounts of all Participants shall be adjusted to reflect the effects of income, realized and unrealized gains and losses on securities and expenses. Such adjustment shall be based upon the proportion that the total of all Participant Voluntary Contribution Accounts as of the last preceding Anniversary Date bears to the total market value of the Trust Fund. Each Participant shall then have his Participant Voluntary Contribution Account adjusted in proportion to all such Participant Voluntary Contribution Accounts.

Accounting Procedures. The Facility Operator’s costs shall be determined on the basis of the Facility Operator’s accounting system procedures and practices employed as of the effective date of this Agreement, and as may be revised from time to time, provided that generally accepted accounting principles and cost reimbursement practices are used. The Facility Operator’s cost accounting practices used in accumulating and reporting costs during the performance of this Agreement shall be consistent with the practices used in estimating costs for any proposal to which this Agreement relates; provided that such practices are consistent with the other terms of this Agreement and provided, further, that such costs may be accumulated and reported in greater detail during performance of this Agreement. The Facility Operator’s accounting system shall distinguish between direct costs and indirect costs. All costs incurred for the same purpose, in like circumstances, are either direct costs only or indirect costs only with respect to costs incurred under this Agreement.

Accounting Procedures. The financing and accounting procedures to be followed by the Manager and the Participants under the Agreement are set forth below. All capitalized terms in these Accounting Procedures shall have the definition attributed to them in the Agreement, unless defined otherwise herein. The purpose of these Accounting Procedures is to establish equitable methods for determining charges and credits applicable to Operations. It is the intent of the Participants that neither of them shall lose or profit by reason of the designation of one of them to exercise the duties and responsibilities of the Manager. The Participants shall meet and in good faith endeavor to agree upon changes deemed necessary to correct any unfairness or inequity. In the event of a conflict between the provisions of these Accounting Procedures and those of the Agreement, the provisions of the Agreement shall control.

Accounting Procedures a. The grantee shall implement and maintain an accounting system which accurately reflects income received, expenditures, and documentation of expenditures. Each source of income must be accounted for separately and a clear audit trail for each source of funding must be maintained. b. Match funds, when applicable, need not be applied at the exact time or in the required proportion to the obligation of state funds. However, the full match share must be obligated by the end of the project period. Accounting records are to be available for monitors and audits. c. If at any time an impropriety is found in the accounting or use of any funds received by the grantee, the Nebraska Crime Commission must be notified immediately and informed about how the agency will address the problem. d. The grantee will maintain time records to clearly document the hourly activity of each grant funded position to show the actual percentage of time charged to the funding source. If a position is 100% funded by the grant and 100% of duties are on allowable grant funded activities, an attestation certifying as such may be submitted every quarter in lieu of an hourly time record. Records will be maintained by the grantee to document any differences between budgeted and actual personnel grant costs. Timesheets for the grant funded positions shall include the signature of the employee and their supervisor. e. State, County, and Tribal guidelines must be followed for the purchase of equipment or services, and for the property management or disposal of equipment purchased with state grant funds. Property records for equipment purchased must be maintained which include a description, serial number, source, title holder, acquisition date, cost, percentage of state dollars funded, location, and use and condition of the equipment. The grantee must adhere to written procurement procedures. All contracts that are written must go through a procurement process. Counties must adhere to Nebraska Revised Statute 23-3108. State agencies must follow the procurement process that is governed by DAS: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/material/purchase_bureau/agency-info.html. All other entities must follow their written procurement process and if a procurement process is not in place, then the entity must use Nebraska’s procurement process governed by DAS.

Accounting Procedures. The Buyer Purchase Price Calculations and the components thereof (as set forth in the Closing Statement), shall be determined based on consolidated balance sheets for the Transferred Entities as at the Calculation Time, and prepared in accordance with the Accounting Principles and Exhibit A or Exhibit B (as applicable); except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii) shall be based on facts and circumstances as they exist as at the Calculation Time and shall exclude the effect of any act, decision or event occurring after such time; (iii) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP; and (iv) shall calculate any reserves, accruals or other non-cash expense items on a daily accrual (as opposed to monthly accrual) basis to account for a Calculation Time that occurs on any date other than the last day of a calendar month. For the avoidance of doubt: (1) in the event that there is any inconsistency between the Accounting Principles, on the one hand, and the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable), on the other hand, the methodologies, rules, example calculations and notes reflected in Exhibit A or Exhibit B (as applicable) shall apply; and (2) no amount shall be double-counted in calculating the amounts comprising either the Estimated Purchase Price or the Final Purchase Price.

Accounting Procedures. (a) The “Reference Statement” set forth on Exhibit B describes (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial Statements, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Working Capital, in each case, prepared and calculated for the Acquired Companies in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration purposes only, the balances reported by the Acquired Companies for each such line item as of August 27, 2017. Each of the Estimated Balance Sheets and the Estimated Closing Statement have been, and the Final Balance Sheets and the Final Closing Statement, and all determinations and calculations by any Person (including the Neutral Auditor) of Current Assets, Current Liabilities and Working Capital, shall be, prepared and calculated solely in accordance with the manner of calculation and determination shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing the Reference Statement; provided, however, that such calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, or event occurring on or after the Closing; (iii) shall adhere to the defined terms contained in this Agreement whether or not the definitions thereof are consistent with GAAP; and (iv) shall calculate any reserves, accruals, or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. (b) The Parties agree that: (i) Following the Closing Date through the date on which payment, if any, is made by either Party pursuant to Section 2.4(c), or if the Parties agree that no such payment is required, on the date of such determination, Buyers shall not, and shall cause each Acquired Company not to, take any action with respect to the accounting records, books, policies, or procedures of the Acquired Companies on which the Final Balance Sheets, Final Closing Statement (i...