Initial Audit a. Every Permitted Entity enrolled in eCBSV will be subject to an initial audit once in the first year after executing this user agreement;
Initial Audit. After the Effective Date, Cutera and Cutera Affiliates shall permit a nationally certified, independent public accountant (which the Parties hereby agree shall include Pricewaterhouse Coopers) selected by Palomar (“Independent Accountant”) to have access during normal business hours, at Cutera and any Cutera Affiliate’s premises, to such of the records of Cutera and Cutera Affiliates as may be reasonably necessary to verify the accuracy of the royalty payments under Section 4.2, Section 3(a)(ii) of the Settlement Agreement, and interest thereon (the “Initial Audit”). In the event that such Independent Accountant concludes that additional royalties or interest thereon are owed for the period before April 1, 2006, the additional royalty shall be paid within thirty (30) days of the date Palomar delivers to Cutera such Independent Accountant’s written report so concluding, together with interest calculated in the manner provided by Section 4.2; in the event that such Independent Accountant concludes that Cutera overpaid royalties owed on past Sales of Licensed Products, then Cutera may credit such over-payment against future amounts owed Palomar hereunder but otherwise Palomar shall not be obligated to reimburse any such over-payment. The fees charged by such Independent Accountant for the Initial Audit shall be paid by Palomar unless the Initial Audit discloses that the royalties and interest payable by Cutera pursuant to Section 4.2 and Section 3(a)(ii) of the Settlement Agreement are greater than fifty thousand dollars (U.S. $50,000) more than the royalties and interest actually paid, in which case Cutera shall pay the actual fees and expenses charged by such Independent Accountant.
Initial Audit. The audit referred to in Section 4.5 of this Agreement shall be completed within 90 days of the first advance relating to the Borrower's accounts receivable made to Borrower pursuant to Section 1.1. Borrower:
Initial Audit. Virgin Media Business may, at its sole discretion carry out an audit of the Equipment prior to commencing the Service and the Customer shall provide full and safe access, both physical and remote to the Equipment and the system of which it is part for the purposes of the audit. Following such audit Virgin Media Business reserves the right to refuse to supply the Service in respect of Equipment which in its opinion is not in good working condition or at its discretion to repair the Equipment and charge the Customer for any repairs prior to commencement of the Service.
Initial Audit. Lessee shall cause an Environmental Audit of the Project Area to be performed by a duly licensed environmental services provider in the business of conducting Phase I and Phase II audits in the State of Oregon in accordance with local and national standards. This Environmental Audit will be provided to Lessor. The foregoing audit is referred to herein as the “Initial Audit.” This Initial Audit will serve as a baseline for determination of current environmental condition and potential future environmental liability. The scope of the Initial Audit will be determined by Lessee.
Initial Audit. Beginning within sixty (60) days after the Effective Date, Xxxx and Xxxx Affiliates shall permit the Independent Accountant, which as of the Effective Date is PriceWaterhouse Coopers LLP, to have access during normal business hours, at Xxxx and any Xxxx Affiliate’s premises, to such of the records of Xxxx and Xxxx Affiliates as may be reasonably necessary to verify the accuracy of the royalty payments under Section 4.2 and interest thereon (the “Initial Audit”). In the event that such Independent Accountant concludes that additional royalties or interest thereon are owed for the period before the Effective Date, the additional royalty shall be paid within thirty (30) days of the date Palomar delivers to Xxxx such Independent Accountant’s written report so concluding, together with interest calculated in the manner provided above. The fees and expenses charged by such Independent Accountant for the Initial Audit shall be paid by Xxxx.
Initial Audit. Beginning within sixty (60) days after the Effective Date, Xxxx and Xxxx Affiliates shall permit the Independent Accountant, which as of the Effective Date is PriceWaterhouse Coopers LLP, to have access during normal business hours, at Xxxx and any Xxxx Affiliate’s premises, to such of the records of Xxxx and Xxxx Affiliates as may be reasonably necessary to verify the accuracy of the infringement fee payment set forth in Section 4(a)(i) and applicable interest in Section 4(a)(ii) (the “Initial Audit”), and Xxxx shall be responsible for any under-payment of the amount owed Palomar under this Section 4(a) notwithstanding the terms of this TDS Agreement or the Settlement Agreement (including any release thereunder). The Parties acknowledge and agree that Xxxx shall be required to pay any initial under-payment under this Section 4(a) (the “Past Infringement Under-Payment”) in full, plus interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law (calculated on a compound basis with a monthly compounding period from the date in the middle of the month in which the Sale was made until the date payment is made, or if any portion of the Past Infringement Under-Payment cannot reasonably be related to any such Sale so as to determine the start date for such interest calculation, then from January 1, 2006 for such portion) (the “Higher Rate”), and not the Applicable Rate, and failure by Xxxx to pay the Past Infringement Under-Payment, plus such interest at the Higher Rate, in full within forty-five (45) days following notice thereof shall constitute a material breach of this TDS Agreement by Xxxx. For clarity, only one rate of interest shall apply to any Sale of the Harmony System or Aria System, or any portion of Fee-Bearing Net Sales, not initially reported by Xxxx that gives rise to or results in the Past Infringement Under-Payment, which rate of interest shall be equal to the Higher Rate as determined above and not the Applicable Rate. The fees and expenses charged by such Independent Accountant for the Initial Audit shall be paid by Xxxx.
Initial Audit. Lender shall have completed its initial inspection of Borrower’s assets and books and records with results satisfactory to Lender in its sole and absolute discretion.
Initial Audit. The first, semi-annual audit referred to in Section 4.5 of this Agreement shall be completed prior to the making of any Loans hereunder. BORROWER: EMULEX CORPORATION BY_______________________________ PRESIDENT OR VICE PRESIDENT BY_______________________________ SECRETARY OR ASS'T SECRETARY BORROWER: INTERCONNECTIONS, INC. BY_______________________________ PRESIDENT OR VICE PRESIDENT BY_______________________________ SECRETARY OR ASS'T SECRETARY BORROWER: EMULEX EUROPE LIMITED BY_______________________________ PRESIDENT OR VICE PRESIDENT BY_______________________________ SECRETARY OR ASS'T SECRETARY SILICON: SILICON VALLEY BANK BY_______________________________ TITLE____________________________ SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT BORROWERS: EMULEX CORPORATION 3535 XXXXXX XXXXXXXXX XXXXX XXXX, XXXXXXXXXX 00000 INTERCONNECTIONS, INC. 14710 XX 00XX XXXXX XXXXXXXX, XXXXXXXXXX 00000 EMULEX EUROPE LIMITED MULBERRY BUSINESS PARK, FISHXXXXX XXXX XXXXXXXXX, XXXXXXXXX XXXXXX XXXXXXX XX00 0XX XXTE: APRIL 25, 1994 THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY BANK ("Silicon") and the borrowers named above (jointly and severally referred to as the "Borrower"). The Parties hereby agree to amend the Loan and Security Agreement between them, dated March 31, 1994 (the "Loan Agreement"), as follows:
Initial Audit. Notwithstanding the requirements of Section 3.1(j) of the Loan Agreement to the contrary, the Initial Audit shall not be required to be completed until such time as the balance of Borrower’s unrestricted cash at Bank is less than one hundred fifty percent (150%) of the outstanding Obligations; provided, however, that nothing herein shall be deemed to restrict Bank’s rights to inspect the Collateral and to audit and copy Borrower’s Books as set forth in Section 6.6 of the Loan Agreement.
