Adjustment Statements Sample Clauses

The Adjustment Statements clause outlines the process for reconciling and documenting any changes to amounts owed or due between parties after a transaction has occurred. Typically, this clause specifies how and when statements reflecting adjustments—such as corrections for overpayments, underpayments, or changes in quantities delivered—are to be prepared and exchanged. By formalizing the adjustment process, the clause ensures transparency and accuracy in financial settlements, helping to prevent disputes and maintain clear records of all post-transaction modifications.
Adjustment Statements. If Access Condition B3.3 (Adjustment to Prior Results) applies in respect of all or part of a Period, then Network Rail shall promptly issue to Nexus a statement showing the necessary adjustments (if any) to statements already issued and Performance Sums already paid in respect of the Period, and any such adjusting statement shall be treated as if it were a statement under paragraph 11.1 and, subject to paragraph 12.2, an adjusting payment shall be payable within 28 days of Network Rail's statement.
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Adjustment Statements. If Condition B3.3 (adjustment to prior results) applies in respect of all or part of a Period, then the CVL IM shall promptly issue to the Train Operator a statement showing the necessary adjustments (if any) to statements already issued and Performance Sums already paid in respect of the Period, and any such adjusting statement shall be treated as if it were a statement under paragraph 11.1 and, subject to paragraph 12.2, an adjusting payment shall be payable within 28 days of the CVL IM's statement. Except to the extent that it has, within two Working Days of receipt, notified the CVL IM in accordance with paragraph 15 that it disputes the contents of a statement under paragraphs 6.1 or 6.2, the Train Operator shall be deemed to have agreed the contents of that statement. Any notification of a dispute shall specify the reasons for that dispute. The parties shall attempt to resolve disputes notified in accordance with paragraph 6.4(a) as follows: within the next two clear Working Days after notification of any dispute, nominated representatives of the parties shall attempt to resolve that dispute; and if agreement has not been reached after two clear Working Days, representatives authorised by a more senior level of management of the parties shall use all reasonable endeavours to negotiate a resolution of the dispute. Negotiations under paragraph 6.4(b)(ii) shall continue, if necessary, until a date no earlier than five clear Working Days after the end of the Period in which the event giving rise to the dispute referred to in paragraph 6.4(a) occurred.
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Adjustment Statements. If Condition B3.3 of the CCOS Network Code (Adjustment to prior results) applies in respect of all of part of a Period, then: RfL(I) shall promptly issue to the Train Operator a statement showing the necessary adjustments (if any) to statements already issued and Performance Sums already paid in respect of the Period; any such adjusting statement shall be treated as if it were a statement under paragraph 12.1; and subject to paragraph 13.2, an adjusting payment shall be payable within 28 days of RfL(I)'s statement. Except to the extent that it has, within two Working Days of receipt, notified RfL(I) in accordance with paragraph 15 that it disputes the contents of a statement under paragraphs 7.1, 7.2 or 7.3, the Train Operator shall be deemed to have agreed the contents of that statement. Any notification of a dispute shall specify the reasons for that dispute. The parties shall attempt to resolve disputes notified in accordance with paragraph 7.4.1 as follows: within the next two clear Working Days after notification of any dispute, nominated representatives of the parties shall attempt to resolve that dispute; and if agreement has not been reached after two clear Working Days, representatives authorised by a more senior level of management shall use all reasonable endeavours to negotiate a resolution of the dispute. Negotiations under paragraph 7.4.2(b) shall continue, if necessary, until a date no earlier than five clear Working Days after the end of the Period in which the event giving rise to the dispute referred to in paragraph 7.4.1 occurred. Allocation of Seconds Late to RfL(I) In respect of each Monitoring Point, the Seconds Late at that Monitoring Point on a Day allocated to RfL(I) (the "SLRfL") shall be calculated according to the following formulae: if MPSD is greater than zero: if MPSD is equal to zero: where: MPSL is the aggregate Seconds Late at that Monitoring Point on that Day for all Services in that Service Group, calculated in accordance with paragraph 3; MPSD is the aggregate Monitoring Point Seconds Delay at that Monitoring Point on that Day in respect of that Service Group, calculated in accordance with paragraph 6.5; MPSDRfL is that part of such MPSD which is allocated to RfL(I) in accordance with paragraph 6.6; and DSDRfL is the aggregate Deemed Seconds Delay at that Monitoring Point which is allocated to RfL(I) in accordance with paragraph 6.8. Allocation of Seconds Late to the Train Operator In respect of each Monitoring Point, t...
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Adjustment Statements. (a) If, for any Calculation Date following the first day of commercial production, the result of the calculation of NPV Project Cash Flow Test is negative, then Contractor will submit to CNPA an Adjustment Statement for the Calendar Year following that Calculation Date. (b) Subject to paragraph (c), the Adjustment Statement will set out the adjustment to CNPA’s percentage entitlement to Net Gas proposed for the Calendar Year following the Calculation Date required to bring the NPV Project Cash Flow Test for the following Calculation Date to zero. (c) Where Real Revenue and Real Costs include either revenue and costs generated or incurred, or forecast to be generated or incurred, in respect of Petroleum Production from a project other than a Natural Gas development for supply of Natural Gas produced by Contractor into Cambodia’s domestic market, and by virtue of Real Revenue and Real Costs attributed to such Petroleum Production the result of the NPV Project Cash Flow Test in respect of a Calculation Date is the same as or lower than the NPV Project Cash Flow Test would be excluding such revenue and costs, the following shall occur: (i) the NPV Project Cash Flow Test in respect of a Calculation Date shall be recalculated excluding Real Revenue and Real Costs in respect of Petroleum Production from a project other than a Natural Gas development for supply of Natural Gas produced by Contractor into Cambodia’s domestic market; (ii) the NPV Project Cash Flow Test in respect of Calculation Date shall be recalculated using only Real Revenue and Real Costs in respect of Petroleum Production from project(s) for supply of Natural Gas produced by Contractor into Cambodia’s domestic market; (iii) an Adjustment Statement will be submitted to CNPA setting out: (A) the amount of additional Real Revenue that would be required to bring the NPV Project Cash Flow Test to zero at the Calculation Date when calculated in accordance with Article 12.3(c)(i) and (ii) (Additional Revenue); and (B) the adjustment, as set out in paragraph (iv), to CNPA’s percentage entitlement to Net Gas for the Calendar Year following the Calculation Date required to deliver Contractor the Additional Revenue (Percentage Adjustment). For the purpose of determining the Percentage Adjustment, all additional Real Revenue that would accrue to Contractor from the adjustment to CNPA’s percentage entitlement to Net Gas as set out in the Adjustment Statement shall be deemed to be Real Revenue in respect of P...
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Adjustment Statements. ‌ If Condition B3.3 of the CCOS Network Code (Adjustment to prior results) applies in respect of all of part of a Period, then: 7.3.1 RfL(I) shall promptly issue to the Train Operator a statement showing the necessary adjustments (if any) to statements already issued and Performance Sums already paid in respect of the Period; 7.3.2 any such adjusting statement shall be treated as if it were a statement under paragraph 12.1; and 7.3.3 subject to paragraph 13.2, an adjusting payment shall be payable within 28 days of RfL(I)'s statement.
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Adjustment Statements. Each of the Adjustment Statements was true, accurate and not misleading as at the Operative Date, the Second Court Date and the Effective Date and is true, accurate and not misleading on the Implementation Date. Each of the Adjustment Statements will remain in full force and effect after the Implementation Date.
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Adjustment Statements 
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Related to Adjustment Statements

  • Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Estimated Closing Statement (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

  • Preliminary Settlement Statement Not less than five Business Days prior to the Closing, EXCO shall prepare and submit to BG for review, using the best information available to EXCO, a draft settlement statement (the “Preliminary Settlement Statement”) that shall set forth the Adjusted Closing Cash Consideration, reflecting each adjustment made in accordance with this Agreement as of the date of preparation of such Preliminary Settlement Statement and the calculation of the adjustments used to determine such amount, together with the designation of EXCO’s accounts for the wire transfers of funds as set forth in Section 9.3(c). Within three Business Days of receipt of the Preliminary Settlement Statement, BG will deliver to EXCO a written report containing all changes with the explanation therefor that BG proposes to be made to the Preliminary Settlement Statement, or if BG does not deliver such a written report, BG shall be deemed to have accepted such Preliminary Settlement Statement. During such 3 Business Day period, EXCO shall provide to BG any supporting documentation or information relating to the Preliminary Settlement Statement reasonably requested by BG as soon as reasonably practicable. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Closing Cash Consideration at Closing, without limitation to BG’s right to challenge any adjustments to the Closing Cash Consideration as provided in Sections 3.6 through 3.8 below. If the Parties cannot agree on the Preliminary Settlement Statement prior to the Closing, the Preliminary Settlement Statement as presented by EXCO will be used to adjust the Closing Cash Consideration at Closing.