Notice of Milestone Achievement and Audit Sample Clauses

Notice of Milestone Achievement and Audit. Borrower shall have delivered to the Lenders a notice certifying satisfaction of the conditions set forth in Section 6.02(c) no later than 60 calendar days thereafter, and the Lenders shall have been reasonably satisfied with the evidence of such achievement and with the results of its audit of Borrower’s Revenue by examining Borrower’s books and records.
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Notice of Milestone Achievement and Audit. Borrower shall have delivered to Administrative Agent a notice certifying satisfaction of the condition set forth in Section 6.02(c), and Administrative Agent shall have been reasonably satisfied with the results of its audit of the Obligors’ Revenue by examining the Obligors’ books and records.
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Notice of Milestone Achievement and Audit. Borrower shall have delivered to the Administrative Agent a notice certifying satisfaction of the condition precedent set forth in Section 6.04(b). If the Administrative Agent notifies Borrower, within five Business Days of receipt of such notice, that Xxxxxxx intend to conduct an audit of Net Revenue to confirm satisfaction of such condition precedent, Majority Lenders may appoint a regionally or nationally recognized independent accounting firm of good standing, to conduct such audit (at Borrower’s sole expense). Borrower will, and will cause its Subsidiaries and Affiliates to, use their best efforts to cooperate with such auditors in performing such audit, including without limitation by permitting such auditors to examine and make extracts from its books and records, and to discuss its finances with its officers and independent accountants. The results of such an audit will be conclusive absent manifest error. (d)
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Notice of Milestone Achievement and Audit. Borrower shall have delivered to Administrative Agent a notice certifying satisfaction of the condition set forth in clause (a) of the Second Draw Milestone no later than *** thereafter, and the Lenders shall have been reasonably satisfied with the results of its audit of Borrower’s Product Revenue by examining Borrower’s books and records.
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Notice of Milestone Achievement and Audit. Borrower shall have delivered to the Lenders a notice certifying achievement of the Second Borrowing Milestone no later than 45 days after achieving such milestone, which notice shall demonstrate in reasonable detail such achievement and be accompanied by such financial information supporting such certification as may be reasonably requested by the Lenders.
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Notice of Milestone Achievement and Audit. Lead Borrower shall have delivered to Administrative Agent a notice certifying satisfaction of the condition set forth in Section 6.03(d) no later than sixty (60) days thereafter, and Administrative Agent shall have been reasonably satisfied with the results of its audit of the Obligors’ Revenue by examining the Obligors’ books and records.
Sample 1See All (4)
Notice of Milestone Achievement and Audit. Lead Borrower shall have delivered to Administrative Agent a notice certifying satisfaction of the condition set forth in Section 6.04(d) no later than sixty (60) days thereafter, and Administrative Agent shall have been reasonably satisfied with the results of its audit of the Obligors’ Revenue by examining the Obligors’ books and records. 50 CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
Sample 1
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Notice of Milestone Achievement and Audit. Borrower shall have delivered to Administrative Agent a notice certifying satisfaction of the condition set forth in clause (a) of the Subsequent Draw Milestone no later than thirty (30) days after the satisfaction of such condition, and the Lenders shall have been reasonably satisfied with the results of its audit of Borrower’s Revenue from the sale of the Product by examining Borrower’s books and records.
Sample 1

Related to Notice of Milestone Achievement and Audit

  • Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

  • Milestone Event Milestone Payment [***] [***]

  • Development Milestone Payments In partial consideration for the rights and licenses granted to Coya hereunder, within ten days after the first achievement of each milestone event in a given Indication set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (each, a “Development Milestone Event”) by or on behalf of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for the applicable Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (each, a “Development Milestone Payment”) within 45 days of receipt of such invoice. On an Indication-by-Indication basis, each Development Milestone Payment shall be payable only upon the first achievement of the corresponding Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”). No amounts shall be due for subsequent or repeated achievements of such Development Milestone Event with respect to the same or different Mono Product or Combination Product, as applicable, in such Indication. Accordingly and for clarity, the Development Milestone Payment shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) with respect to a Combination Product and Column (d) with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If the first Product to achieve a Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [***] would be due and payable by Coya.

  • Sales Milestones On a Co-Co Product-by-Co-Co Product basis, Celgene shall make the following sales milestone payments to Jounce that are set forth below upon the first achievement by or on behalf of Celgene, its Affiliates or Sublicensees of the sales milestone events (“Sales Milestone Events”) set forth below with respect to sales of such Co-Co Product in the ROW Territory. Sales Milestone Event (Per Co-Co Product, ROW (i.e., ex-U.S.)) Milestone Payments (in $ millions) [***] [***] [***] [***]

  • Milestone A principal event specified in the Contract Documents including the Material Completion and Occupancy Date and other events relating to an intermediate completion date or time.

  • Targets and Milestones Comparing the relative performance of different groups to the over or under- representation within the institution and taking into account our current performance in our Access Agreement milestones, areas for particular focus include: Low Participating Neighbourhoods; Low income groups; Target groups to include gender, disability and care leavers; Black and minority ethnic (BME) group attainment; Completion rates. As a result of the analysis of our performances, our access, success and progression interventions will concentrate on the following: Continuation of involvement in collaborative outreach activity via the KMPF and the Kent and Medway Collaborative Network (KMCNet) as part of the National Network for Collaborative Outreach (NNCO); Recognition of the importance of carefully targeted activity; The use of serial rather than one-off interventions; The importance of long-term outreach to include the whole student lifecycle; The helpfulness of Higher Education Access Tracker (HEAT) for evaluating the impact of interventions; The importance of a whole institution approach; The importance of student attendance monitoring; Ease of access to information and student welfare support; An increasing emphasis on evaluation of activities across the student lifecycle; Accessibility of employability advice and support. Given our relatively strong record to date for widening access and student success, most of the targets seek to maintain, and where possible improve, this performance within a more challenging financial environment. Such targets may be especially challenging and stretching in relation to the access of those from Low Participating Neighbourhoods (LPNs), given the demographic decline in the number of young people (aged 18-21) in the population and the University’s already high recruitment levels from these groups. We have removed the University’s NS-SEC target in response to the UK Performance Indicator Steering Group announcement that HESA will no longer be publishing the NS-SEC indicator after 2016. As we already have LPN and Household Income targets in place we shall not be replacing this target with an alternative. We have reviewed our success targets and added new progression targets for 2017. There was a concern in the institution that our internal reporting did not allow for national and regionally adjusted benchmark comparison. We have therefore made the following adjustments to our success targets: Non-continuation two years following year of entry: part-time first degree entrants – all entrants: Replacing the OFFA agreement target with the similar data from HESA allows for national benchmarking to be undertaken in order to ensure that the University is maintaining its commitment to these students. We aim to keep our non-continuation rate in this area below our HESA benchmark rate. Non-continuation following year of entry: UK domiciled full-time first degree entrants – mature entrants: Changing the target to clearly focus on mature full-time first degree students (to match the national HESA data) ensures that we focus our efforts on this section of the student population and for the outcomes to be compared with HESA benchmarks rather than internally produced data. We aim to ensure that this student population’s non-continuation rate is at or below the HESA benchmark rate by 2020/21. Non-continuation following year of entry: UK domiciled full-time first degree entrants – all entrants: In order to ensure that young students are not disadvantaged by the focus on mature entrants, the University will also commit to maintaining the overall non-continuation rate for all students at or below the HESA benchmark. BME: the University will replace the current phrasing of the target around BME success with a more explicit aim of reducing the success gap experienced by BME students. Progression: the University has added a progression target that aims to keep us around or above the sector benchmark for the Employment Indicator from the DLHE survey. Combined targets from the collaborative KMPF project (agreed by all partners) are to raise applications and subsequent conversions to higher education from within the target schools and colleges in LPNs. These targets will need to be reviewed in the coming years to reflect changes to GCSE grading in schools. Our institutional and collaborative targets are included in tables 7a and 7b respectively.

  • Commercial Milestones In partial consideration of the rights granted by AstraZeneca to Licensee hereunder, Licensee shall pay to AstraZeneca the following payments, which shall be non-refundable, non-creditable and fully earned upon the first achievement of the applicable milestone event:

  • Project/Milestones Taxpayer provides refrigerated warehousing and logistic distribution services to clients throughout the United States. In consideration for the Credit, Taxpayer agrees to invest in a new refrigeration and distribution facility in the XxXxxxxxx Park area of Sacramento, California, and hire full-time employees (collectively, the “Project”). Further, Taxpayer agrees to satisfy the milestones as described in Exhibit A (“Milestones”) and must maintain Milestones for a minimum of three (3) taxable years thereafter. In the event Taxpayer employs more than the number of full-time employees, determined on an annual full-time equivalent basis, than required in Exhibit A, for purposes of satisfying the “Minimum Annual Salary of California Full-time Employees Hired” and the “Cumulative Average Annual Salary of California Full-time Employees Hired,” Taxpayer may use the salaries of any of the full-time employees hired within the required time period. For purposes of calculating the “Minimum Annual Salary of California Full-time Employees Hired” and the “Cumulative Average Annual Salary of California Full-time Employees Hired,” the salary of any full-time employee that is not employed by Taxpayer for the entire taxable year shall be annualized. In addition, the salary of any full-time employee hired to fill a vacated position in which a full-time employee was employed during Taxpayer’s Base Year shall be disregarded.

  • Sales Milestone Payments As further consideration for Daiichi Sankyo’s grant of the rights and licenses to Rain hereunder, Rain will pay to Daiichi Sankyo the following payments upon the first achievement of the following levels of aggregate annual Net Sales of all Products by Rain, its Affiliates, and its Sublicensees. If two or more sales milestone events are achieved in the same [***], then Rain shall pay to Daiichi Sankyo all of the applicable milestone payments achieved in such [***]. Rain shall deliver written notice to Daiichi Sankyo within [***] after the end of the [***] in which a sales milestone threshold described in this Section 5.3 is achieved for the first time. Aggregate annual Net Sales of all Products shall be calculated based on Net Sales for each Calendar Year. After receipt of such notice from Rain, Daiichi Sankyo shall issue Rain an invoice for the amount corresponding to the applicable sales milestones event. Rain shall pay Daiichi Sankyo within [***] after receipt of an invoice therefor from Daiichi Sankyo. Milestone Event Payment Amount Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ] Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ] [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXECUTION VERSION Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ] Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ]

  • SCHEDULE AND MILESTONES The planned major milestones for the activities for this Annex defined in the "Responsibilities" Article are as follows:

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