Reconciliation, Warrant Sample Clauses

Reconciliation, Warrant. 10.3.1 On or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.] and each [The confidential material contained herein has been omitted and has been separately filed with the Commission.] thereafter during the Initial Term, PPG will provide to UDC PPG's written calculation of PPG Actual Expenses for the immediately preceding Period. (a) If PPG Actual Expenses are greater than PPG Estimated Expenses for such Period, then, on or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.], UDC will deliver to PPG the number of shares of UDC Common Stock as is equal to (i) the difference between, for such Period, PPG Actual Expenses and PPG Estimated Expenses divided by (ii) the Average Price; provided that if the Registration Statement with respect to such shares required to be delivered to PPG pursuant to Section 10.2.1 or this Section 10.3.1, is not effective on the date the shares are required to be delivered, then UDC will deliver to PPG such additional number of shares upon the Registration Dates as may be necessary to reflect the re-calculation of the Average Price on the Registration Dates as set forth in clause (b) of Section 1.4. (b) If PPG Actual Expenses are less than PPG Estimated Expenses, then on or before [The confidential material contained herein has been omitted and has been separately filed with the Commission.], PPG will deliver to UDC, at its election (i) cash equal to the difference between, for such Period, PPG Estimated Expenses and PPG Actual Expenses or (ii) such number of shares of UDC Common Stock as is equal to (A) the difference between PPG Estimated Expenses and PPG Actual Expenses for such period divided by (B) the Average Price. 10.3.2 On [The confidential material contained herein has been omitted and has been separately filed with the Commission.], and on each [The confidential material contained herein has been omitted and has been separately filed with the Commission.] thereafter during the Initial Term, UDC will also deliver to PPG a Warrant, in the form of Exhibit D, evidencing PPG's right to purchase, on the terms and conditions set forth in the warrant, such number of shares of UDC Stock as is equal to the aggregate number of shares of UDC Stock issued to PPG for the immediately preceding Period under Sections 10.2.1 and 10.3.1(a); provided that, if (i) the Registration Statement with respect t...
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Related to Reconciliation, Warrant

  • Reconciliation In the event that the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporate Taxpayer and such Member and may be entered and enforced in any court having jurisdiction.

  • Estimates and Reconciliation of Estimates Where estimated expenditures are used to determine the amount of the drawdown, the State will indicate in the terms of the State unique funding technique how the estimated amount is determined and when and how the State will reconcile the difference between the estimate and the State's actual expenditures.

  • Reconciliations On a daily basis, Subadviser shall review reports of the Account's portfolio holdings as provided to Subadviser by the Custodian and shall report as promptly as possible on the same business day to the Custodian and to Client any discrepancies between the prices assigned to the securities in the Account and the prices that Subadviser believes should be assigned to them. On an ongoing basis, Subadviser shall monitor market developments for significant events occurring after the close of the primary markets for particular securities held by the Account that may materially affect their value, and shall promptly notify Client of any such event that comes to Subadviser's attention. On a monthly basis, Subadviser shall reconcile security and cash positions, and market values to the Custodian's records and report discrepancies to Client within ten (10) business days after the end of the month, or within three (3) business days of receipt of the custodial statement, whichever comes later.

  • Account Reconciliation You will verify and reconcile any out-of-balance condition, and promptly notify the Credit Union of any errors within the time periods established in the Membership and Account Agreement after receipt of your account statement. If notified within such period, the Credit Union shall correct and resubmit all erroneous files, reports, and other data at the Credit Union's then standard charges, or at no charge, if the erroneous report or other data directly resulted from the Credit Union's error.

  • On Reconciliation and Settlement If the year-end reconciliation and settlement process demonstrates that the HSP received Funding in excess of its confirmed funds, the Funder will require the repayment of the excess Funding.