Payments; Review of Books and Records Sample Clauses

Payments; Review of Books and Records. For any payments due to the Selling Shareholders pursuant to clauses (iv) and (v) above, Natus shall pay each Selling Shareholder its pro rata share of the applicable Earnout Amount, if any, as indicated in Schedule IPart B, by wire transfer of immediately available same day funds to the bank accounts with U.S. banks as indicated in Schedule I – Part C. On or before the First Earnout Payment Date, with respect to the First Earnout Period, or on or before the Second Earnout Payment Date, with respect to the Second Earnout Period, Natus shall deliver, or shall cause the Company to deliver, to the Shareholders’ Agent on behalf of the Selling Shareholders a certificate of the Chief Financial Officer, Treasurer or Controller of Natus or a duly authorized officer of the Company certifying in reasonable detail the amount of Forecasted Sales and Company Gross Revenue for the applicable Earnout Period and, if applicable, any adjustments to the thresholds set forth in clauses (ii) or (iii) of this Section 2.01(c) as per clause (xi) of this Section 2.01(c) (the “Earnout Certificate”). The Earnout Certificate shall contain a description of the Forecasted Sales for each client of the Company detailing the amount and date of each sale. If the Earnout Certificate indicates that no Earnout Amount is payable for the applicable Earnout Period, then the Shareholders’ Agent shall have the right to review the relevant books and records of the Company to verify or challenge the Forecasted Sales and Company Gross Revenue set forth in the applicable Earnout Certificate for the applicable Earnout Period and, if applicable, any adjustments to the thresholds set forth in clauses (ii) or (iii) of this Section 2.01(c) as per clause (xi) of this Section 2.01(c), provided that the Shareholders’ Agent shall provide written notice to Natus of its intent to exercise such right within 30 days of the receipt of the Earnout Certificate for such applicable Earnout Period. If the Shareholders’ Agent provides such notice, Natus shall, and shall cause the Company to, grant the Shareholders’ Agent (together with a reasonable number of its appointed advisors) access to the Company’s books and records of the Company during normal business hours and with 3-day advance notice as requested by the Shareholders’ Agent for the purpose of such review, and such review shall be completed within 60 days from the date of the Shareholders’ Agent’s notice of the intent to conduct such review. If following suc...
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Payments; Review of Books and Records. (A) For any Earnout Consideration payments due to the Earnout Participants pursuant to clauses (i), (ii) and (iii) of Section 2.01(g), Parent shall pay, in accordance with this Section 2.01(g)(iv), the applicable Earnout Consideration amount to the Escrow Agent, to be dealt with in accordance with the terms and conditions of the Escrow Agreement.
Payments; Review of Books and Records. For any payments due to the Company Stockholder pursuant to clauses (i), (ii) and (iii) of Section 2.01(e), Parent shall pay to the Company Stockholder cash in the applicable earnout amount. Within seventy-five (75) days after the close of the Earnout Period, Parent shall deliver to the Company Stockholder a certificate of the Chief Financial Officer, Treasurer or Controller of Parent certifying on behalf of Parent the amount of Company Gross Revenue for the Earnout Period and the amount of any Earnout Consideration, if any, payable to the Company Stockholder. Within ten (10) days of the receipt of a certificate from the Chief Financial Officer, Treasurer or Controller of Parent on behalf of Parent indicating that Earnout Consideration is payable to the Company Stockholder, the Company Stockholder shall provide written notice to Parent indicating wire transfer instructions for the account into which Parent is to pay such Earnout Consideration, if applicable. The parties intend that, for tax purposes, the payments (set forth in subsections (i) through (iii) above) to qualify for installment sale treatment under §453 of the Code. Such payments shall be treated as imputed interest to the extent required by the Code. On at least fifteen (15) days prior written notice from the Company Stockholder to Parent given within thirty (30) days after the Company’s Stockholder’s receipt of the foregoing certificate from Parent, the Company Stockholder shall have a right to audit the books and records of the Company to verify Company Gross Revenue for the Earnout Period.

Related to Payments; Review of Books and Records

  • Inspection of Books and Records The books and records of the Custodian directly related to the Fund shall be open to inspection and audit at reasonable times by officers and representatives of the Fund and auditors employed by the Fund at its own expense and with prior written notice to the Custodian, and by the appropriate employees of the Securities and Exchange Commission.

  • Payments Books and Records (a) Turn 2 may elect to have payments made by check, wire transfer or bank transfer. Unless such election has been made in writing, all payments shall be made by check drawn to the order of "Turn 2, Inc." and delivered to IMG, Xxxxx 000, 0000 Xxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxx 00000, Attn.: Xxxxx Xxxxx. Payments shall be made together with such Value Added Tax or equivalent as may be chargeable thereon. Past due payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii) the maximum interest rate permissible under law, whichever is less.

  • Examination of Books and Records At reasonable times and upon reasonable notice, Lender, its agents, accountants and attorneys shall have the right to examine the records, books, management and other papers of Borrower which reflect upon their financial condition, at the Property or at any office regularly maintained by Borrower where the books and records are located. Lender and its agents shall have the right to make copies and extracts from the foregoing records and other papers. In addition, at reasonable times and upon reasonable notice, Lender, its agents, accountants and attorneys shall have the right to examine and audit the books and records of Borrower pertaining to the income, expenses and operation of the Property during reasonable business hours at any office of Borrower where the books and records are located. This Section 7.6 shall apply throughout the term of the Note and without regard to whether an Event of Default has occurred or is continuing.

  • Books and Records; Audits Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

  • Inspection; Keeping of Books and Records Subject to applicable law and third party confidentiality agreements entered into by the Borrower or any Subsidiary in the ordinary course of business, the Borrower will, and will cause each Subsidiary to, permit the Administrative Agent, during the continuance of a Default or Unmatured Default, by its representatives and agents, to inspect any of the Property, books and financial records of the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with their respective officers at such reasonable times and intervals as the Administrative Agent may designate but in all events upon reasonable prior notice to the Borrower. The Borrower shall keep and maintain, and cause each of its Subsidiaries to keep and maintain, in all material respects, proper books of record and account in which entries in conformity with GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities.

  • Location of Books and Records The location where Seller keeps its books and records, including all computer tapes and records relating to the Purchased Mortgage Loans and the related Repurchase Assets is its chief executive office.

  • Retention of Books and Records Each party to this Agreement shall retain or cause to be retained (and shall cause each of their Affiliates to retain) all Tax Returns and all books, records, schedules, work papers, and other documents relating thereto, until the later of (a) the date seven (7) years from the close of the applicable Tax Period, (b) the expiration of all applicable statutes of limitations (including any waivers or extensions thereof) and (c) the expiration of any retention period required by law (e.g., depreciation or inventory records) or pursuant to any record retention agreement. The parties hereto shall notify each other in writing of any waivers, extensions or expirations of applicable statutes of limitations.

  • Books and Records Reports (a) The Trustees shall keep a certified copy or duplicate original of this Trust Agreement on file at the office of the Trust and the office of the Administrator available for inspection at all reasonable times during its usual business hours by any Holder. The Trustees shall keep proper books of record and account for all the transactions under this Trust Agreement at the office of the Trust and the office of the Administrator, and such books and records shall be open to inspection by any Holder at all reasonable times during usual business hours. The Trustees shall retain all books and records in compliance with Section 31 of the Investment Company Act and the rules and regulations thereunder.

  • Access to Books and Records During the course of this transaction through Closing, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The Parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.

  • Company Books and Records During the term of the Company and for seven (7) years thereafter, the Company shall keep at its principal place of business, the following: · A current list of the name and last known address of each Member and Manager; · Copies of records that would enable a Member to determine the relative voting rights, if any, of the Members; · A copy of the Certificate of Formation, together with any amendments thereto; · Copies of the Company's federal, state, and local income tax returns, if any, for the seven (7) most recent years; · A copy of this Company Agreement and any amendments that are in writing, together with any amendments thereto; and · Copies of financial statements, if any, of the Company for the seven (7) most recent years. A Member may: · At the Member's own expense, inspect and copy any Company record upon reasonable request during ordinary business hours; and Tulsa Real Estate Fund, LLC 23 Company Agreement · Obtain from time to time upon reasonable demand: § True and complete information regarding the state of the business and financial condition of the Company; § Promptly after becoming available, a copy of the Company's federal, state, and local income tax returns, if any, for each year; and § Other information regarding the affairs of the Company as is just and reasonable. As stated above, a Member shall have the right, during ordinary business hours, to inspect and copy the Company documents listed above at the Member’s expense. But, the Member must give seven (7) days’ notice to the Manager of such Member’s intent to inspect and/or copy the documents, and may only inspect and copy such Company documents for a purpose reasonably related to the Member’s Interest in the Company as approved by the Manager. The Company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished. The Company may elect, at its option, to provide the requested document electronically. To the extent allowed by law, the Manager shall honor requests of Members to keep their contact information confidential.

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