Calculation of Net Revenues. The Company shall maintain in --------------------------- reasonable and adequate detail records of all components of and adjustments made in determining Net Revenues of the Products and the Competitive Products in the Territory during each Determination Period. Within 45 days after the end of each Determination Period, the Company shall (a) furnish to the Holder a Company Certificate setting forth (x) in reasonable detail for each Product or Competitive Product for which there were sales in the Territory during such Determination Period the amounts of (1) gross sales (excluding sales to Affiliates), (2) prompt payment and other discounts, (3) transportation and related insurance charges, (4) returns, bad debt and other allowances, (5) taxes deducted from gross sales in determining Net Revenues, (6) distributors', consignees' and wholesalers' fees and commissions, and (7) Net Revenues, in each such case of the preceding clauses (1) through (7) for such Determination Period, (y) the percentage and the amount, in currency of the United States of America, of such Net Revenues to be paid to the Holder and the holders of the Other Notes pursuant to Article II hereof and thereof, identifying each such Person, and (z) a statement that the information set forth in such Company Certificate is true and correct and (b) pay to the Holder an amount equal to the portion of the Noteholder Payment Amount for such Determination Period to which the Holder is entitled.
Appears in 2 contracts
Sources: Note Purchase Agreement (Cephalon Inc), Note Purchase Agreement (Cephalon Inc)