Deferred Consideration Payments Clause Samples

Deferred Consideration Payments. (a) The Purchaser agrees and undertakes to the Sellers that it shall not, and shall procure that each of its Affiliates shall not, without the prior written consent of the Sellers, take or cause any action (or permit or allow anything to be done which it is reasonably able to prevent) which, in each case, is effected in bad faith or primarily with the intention of reducing the Deferred Consideration Payments or delaying or preventing the payment of any Deferred Consideration Payment which is due and payable (which shall include, but not be limited to, diverting or redirecting any trading or revenues away from any member of the Purchaser’s Group). (b) [***]. (c) The Purchaser shall pay the Deferred Consideration Payments due to the Sellers for each Calendar Quarter within [***] after the end of such Calendar Quarter and shall accompany such payment with a report setting forth the Net Sales in sufficient detail to permit confirmation of the accuracy of the Deferred Consideration Payment made, including the gross sales of the Product, the Net Sales of the Product (including, if relevant, details of any differential in the net price of the Product to the [***]), all relevant deductions from the gross amount in accordance with this Agreement, the Deferred Consideration Payments payable, and the exchange rates used. All Deferred Consideration Payments hereunder shall be payable in Pound sterling. (d) The Purchaser shall keep, and shall require its Affiliates to keep, complete and accurate records pertaining to the sale or other disposition of the Product in sufficient detail to determine the occurrence of Net Sales reported and Deferred Consideration Payments due hereunder (including reference to the [***], if referred to). The Purchaser will keep such books and records for three (3) years following the calendar year to which they pertain, or such longer period of time as may be required by Applicable Regulations. Upon reasonable prior notice and during regular business hours at such place or places where such records are customarily kept, the records of the Purchaser and its Affiliates may be inspected by the Sellers or on the Sellers’ behalf by an internationally recognised independent certified public accountant (which shall be one of PwC, KPMG, Deloitte or EY selected by the Sellers or if none of them are willing or able to act, another internationally recognised independent certified public accountant acceptable to the Parties acting reasonably or, failing ...