Time of Determination Sample Clauses

Time of Determination. (a) The EBITDAMF of the Acquired Business for each Earn-Out Year shall be determined promptly after the close of each fiscal year of Buyer in which the Earn-Out Year ended by an audit conducted by Buyer’s Accountants. Copies of the Buyer’s Accountants’ report setting forth their computation of the EBITDAMF of the Acquired Business shall be submitted in writing to EIS and Buyer within sixty (60) days of the close of the applicable fiscal year end and, unless either EIS or Buyer notifies the other within thirty (30) days after receipt of such report that it objects to the computation of EBITDAMF set forth therein, the report shall be binding and conclusive for the purposes of this Agreement. EIS shall have access to the books and records of the Acquired Business and to Buyer’s Accountants’ workpapers during regular business hours and upon prior notice to verify the computation of EBITDAMF made by Buyer’s Accountants. (b) If either EIS or Buyer notifies the other in writing within thirty (30) days after receipt of Buyer’s Accountants’ report that it objects to the computation of EBITDAMF set forth therein, the amount of EBITDAMF for the Earn-Out Year to which such report relates shall be determined by negotiation between EIS and Buyer. If EIS and Buyer are unable to reach agreement within thirty (30) Business Days after such notification, the determination of the amount of EBITDAMF for the Earn-Out Year in question shall be submitted to a mutually agreeable third-party firm of independent certified public accountants (“Special Accountants”) for determination, whose determination shall be binding and conclusive on the parties. If the Special Accountants determine that the EBITDAMF has been understated by two percent (2%) or more, then Buyer shall pay the Special Accountants’ fees, costs and expenses. If EBITDAMF has not been understated or has been understated by less than two percent (2%), then EIS shall pay the Special Accountants’ fees, costs and expenses.

Time of Determination. 5.01(g) Trustee..........................................................................................

Time of Determination. (i) For each quarter during the Term, the Company shall prepare or cause to be prepared and delivered to Orthodyne, within 10 days after completion by the Company’s independent accountants of their audit or review, as applicable, of the Company’s financial statements, but in no event more than 10 days following the date the Company files its Quarterly Report on Form 10-Q or its Annual Report on Form 10-K, as applicable, a written statement setting forth the computation of Gross Profit of the Company for such quarter (the “Gross Profit Statement”). During the 10 Business Days immediately following Orthodyne’s receipt of the Gross Profit Statement and during the period in which any dispute with respect thereto is pending and unresolved, the Company shall provide Orthodyne reasonable access during normal business hours to such books and records of the Company as Orthodyne may reasonably request in order to review and verify the Company’s calculation of Gross Profit as set forth in the Gross Profit Statement. The Gross Profit set forth in such Gross Profit Statement shall become final and binding upon the Parties 10 Business Days following Orthodyne’s receipt thereof unless Orthodyne gives written notice of their disagreement to the Company prior to such date, setting forth in reasonable detail the basis for such disagreement. (ii) If Orthodyne shall have any objections to the Company’s calculation of Gross Profit as set forth on the Gross Profit Statement, the Company and Orthodyne shall attempt in good faith to reach an agreement as to the matter in dispute. If the Company and Orthodyne fail to resolve such dispute within 20 Business Days after the Company’s receipt of such objection (or such longer period as mutually agreed upon by the Company and Orthodyne), then any such dispute may thereafter be referred by either Party for resolution to the Nonpartisan Accountants. The Company and Orthodyne shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary to cooperate with the Independent Accounting Firm in its resolution of the dispute. The determination of the Independent Accounting Firm shall be made as promptly as practicable and shall be final, binding and conclusive on all parties hereto. The fees and expenses of the Independent Accounting Firm incurred in resolving the dispute shall be borne by Orthodyne, unless the final determination of Gross Profit, after resolution of such dispute, exceeds the Company’s calculati...

Time of Determination. A person is a disqualified person, if, at any time during the transition period that a person is described in this definition.

Time of Determination. The term "

Time of Determination. 5.01(q) Warrant Agent............................................... 6.01

Time of Determination. 25 Trustee....................................................................... 1 Units......................................................................... 1 Warrant....................................................................... 1

Time of Determination. (a) The Pre-Tax Income of ANIP shall be determined in accordance with GAAP promptly after filing of ANII's Annual Reports on Form 10-K for the fiscal years ending September 30, 2003 and 2004. Copies of the reports setting forth the computation of the Pre-Tax Income of ANIP shall be submitted in writing to Glenwood and, unless Glenwood notifies ANII within 10 business days after receipt of the report that it objects to the computation of Pre-Tax Income set forth therein, the reports shall be binding and conclusive for the purposes of this Agreement. Glenwood shall have reasonable access to the books and records of ANIP and to ANII's Accountant's workpapers (to the extent that ANII can facilitate such access) during regular business hours to verify the computation of Pre-Tax Income made by ANII. (b) If Glenwood notifies ANII in writing within 10 business days after receipt of ANII's report that it objects to the computation of Pre-Tax Income set forth therein, the amount of Pre-Tax Income shall be determined by negotiation between Glenwood and ANII. If Glenwood and ANII are unable to reach agreement within 30 business days after such notification, the determination of the amount of Pre-Tax Income for the period in question shall be submitted to a mutually agreeable third party firm of independent certified public accountants ("Special Accountants") for determination, whose determination shall be binding and conclusive on the parties. If the Special Accountants determine that the Pre-Tax Income has been understated by 10% or more, then ANII shall pay the Special Accountants' fees, costs and expenses. If Pre-Tax Income has not been understated or has been understated by less than 10%, then Glenwood shall pay the Special Accountants' fees, costs and expenses.

Time of Determination. Credits and Charges to the Intercompany -------------------------------------------------------------- Accounts. The estimated Federal Tax Benefit and Federal Tax Liability of --------- each Subgroup shall be calculated by TCI as promptly as practicable after the close of each calendar quarter in each taxable year, and the appropriate credits or charges made to the Intercompany Accounts. As soon as practicable after the close of each taxable year, TCI shall determine the final Federal Tax Benefit or final Federal Tax Liability of such Subgroup for such taxable year and shall: a. credit the Intercompany Account of the Subgroup Parent of such Subgroup with the amount by which: (1) such final Federal Tax Benefit for such taxable year exceeds the aggregate credits for estimated Federal Tax Benefits made to such Intercompany Account with respect to such Subgroup for such taxable year, or (2) the aggregate charges for estimated Federal Tax Liability made to such Intercompany Account with respect to such Subgroup for such taxable year exceed such final Federal Tax Liability for such taxable year; and b. charge the Intercompany Account of the Subgroup Parent of such Subgroup with the amount by which: (1) the aggregate credits for estimated Federal Tax Benefits made to such Intercompany Account with respect to such Subgroup for such taxable year exceed such final Federal Tax Benefit for such taxable year; or (2) such final Federal Tax Liability for such taxable year exceeds the aggregate charges for estimated Federal Tax Liability made to such Intercompany Account with respect to such Subgroup for such taxable year. For purposes of this Section C.4., for the first two calendar quarters of 1995, the Intercompany Account of such Subgroup Parent shall be deemed to have been credited or charged, as the case may be, with the estimated Federal Tax Benefit or Federal Tax Liability for which such Subgroup Parent's Subgroup was credited or charged with respect to such calendar quarters in connection with the preparation of the financial statements of such Subgroup for such calendar quarters.