Reports and Payments Sample Clauses

Reports and Payments. All Returns (as defined below in clause (c) of this Section) required to be filed by or on behalf of the Borrower, the Guarantors, or any member of the Controlled Group (hereafter collectively called the “Tax Group”) have been duly filed on a timely basis or appropriate extensions have been obtained and such Returns are and will be true, complete and correct, except where the failure to so file would not be reasonably expected to cause a Material Adverse Change; and all Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto will have been paid in full on a timely basis, and no other Taxes will be payable by the Tax Group with respect to items or periods covered by such Returns, except in each case to the extent of (i) reserves reflected in the Financial Statements and the Interim Financial Statements, or (ii) taxes that are being contested in good faith. The reserves for accrued Taxes reflected in the financial statements delivered to the Lenders under this Agreement are adequate in the aggregate for the payment of all unpaid Taxes, whether or not disputed, for the period ended as of the date thereof and for any period prior thereto, and for which the Tax Group may be liable in its own right, as withholding agent or as a transferee of the assets of, or successor to, any Person.

Reports and Payments. 6.1 COMPANY shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, be open for inspection at reasonable times by GENERAL or its designee at GENERAL's expense for the purpose of verifying royalty statements or compliance with this Agreement. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY shall deliver to GENERAL a full and accurate accounting to include at least the following information: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANY, and its AFFILIATES or SUBLICENSEES; (b) Total ▇▇▇▇▇▇▇▇ for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total ▇▇▇▇▇▇▇▇ in as much detail as is available to COMPANY); (c) Quantities of each PRODUCT used by COMPANY and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES of COMPANY; and (e) Total royalties payable to GENERAL.

Reports and Payments a. Beginning on the date of first sale, rental or lease of Licensed Products, or before the last business day of January, April, July, and October of each year in which the Company owes royalties in accordance with section 3(a)(ii), the Company shall submit to Columbia a written report with respect to the preceding calendar quarter (the “Payment Report”) stating separately: (i) Net Sales received by the Company and any Affiliate during such quarter; (ii) In the case of transfers of Licensed Products to an Affiliate by the Company for sale, rental, or lease of such Licensed Products by the Affiliate to third parties, Net Sales by the Company to the Affiliate and Net Sales by the Affiliate to third parties during such quarter; (iii) Amounts accruing to, and received by, the Company from its Sublicensees during such quarter; (iv) Net Sales by Sublicensees during such quarter; and (v) A calculation of the amounts due to Columbia under section 3. b. Simultaneously with the submission of each Payment Report, the Company shall make payments to Columbia of the amounts due for the calendar quarter covered by the Payment Report. Columbia shall be entitled to receive payment of the royalty set forth in Section 3(a)(ii) hereof on Net Sales of a Sublicensee no less frequently than the quarter following the quarter in which such sales are made, regardless of any provision of a Sublicense that may defer, credit or otherwise reduce or eliminate royalties payable to the Company or an Affiliate, provided that so long as a Sublicense provides for the payment of royalties to the Company or an Affiliate no less frequently than the quarter following the quarter in which Net Sales are made, no payment shall be due to Columbia that is based upon Net Sales of such Sublicensee until the date the Company or its Affiliate receives its royalty payment from such Sublicensee. c. The Company shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records shall be open to inspection and copying, during usual business hours, by an independent certified public accountant to whom the Company has no reasonable objection, for two years after the calendar quarter to which they pertain, for purposes of verifying the accuracy of the amounts paid by the Company under this Agreement. d. Columbia agrees that all information contained in the Payment Reports rendered by Company pursuant to this Section o...

Reports and Payments. (a) Within sixty (60) days after the conclusion of each Royalty Period, Company shall deliver to University a report containing the following information: (i) the number of Licensed Products sold to independent third parties in each country and the number of Licensed Products used by Company, its Affiliates and Sublicensees in the provision of services in each country; (ii) the gross sales price for each Licensed Product by Company, its Affiliates and Sublicensees during the applicable Royalty Period in each country; (iii) calculation of Net Sales for the applicable Royalty Period in each country, including a listing of applicable deductions; (iv) total royalty payable on Net Sales in United States dollars, together with the exchange rates used for conversion; and (v) Sublicense Income due to University for the applicable Royalty Period from each Sublicensee. (b) Concurrent with this report, Company shall remit to University any payment due for the applicable Royalty Period. If no royalties are due to University for any Royalty Period, the report shall so state.

Reports and Payments a. Within [***] after the first business day of each calendar quarter of each License Year of this Agreement, Company shall submit to AzTE a written report with respect to the preceding calendar quarter (the “Payment Report”) stating: (i) Net Sales of Products by Company, Sublicensees and their Affiliates during such calendar quarter, together with detailed information sufficient to permit AzTE to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, and units sold; (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such calendar quarter together with the respective payment reports received by Company from any Sublicensees; and (iii) A calculation under Section 4 of the amounts due to AzTE, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to AzTE of the amounts due for the calendar quarter covered by the Payment Report. Payment shall be by check payable to Arizona Technology Enterprises and sent to the following address: Arizona Technology Enterprises SkySong – Arizona State University ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Director of Finance or to such other address as AzTE may specify by notice hereunder, or, if requested by AzTE, by wire transfer of immediately available funds by Company to: Arizona Science and Technology Enterprises LLC ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [***] [***] Other identifying info: include invoice #, contract # or to such other bank and account identified by notice to Company by AzTE. Company is required to send the Payment Report whether or not any payments are due. c. In the event that this Agreement terminates or expires, Company shall pay AzTE any and all amounts on Products manufactured on or before the date of such termination or expiration, together with a Payment Report for such payments in accordance with Section 5a hereof. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable within [***] of the applicable anniversary of the Effective Date in which the minimum royalty is due. e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to AzTE in the United States in United States D...

Reports and Payments. (a) Within fifteen (15) days after the end of each quarter ending on March 31st, June 30th, September 30th and December 31st of each calendar year, beginning with the quarter in which this Agreement is executed by the CORPORATION, the CORPORATION shall furnish to INTELLI-CHECK at the address specified in Section 4.03 a statement certified by a responsible official of the CORPORATION showing in a reasonable manner: (i) all AGE VERIFICATION PRODUCTS which were sold, leased or put into use during such quarter; (ii) the NET SALES PRICE of each such product; and (iii) the amount of royalty payable thereon. If no AGE VERIFICATION PRODUCT has been so sold, leased or put into use, the statement shall show that fact. The first quarterly report shall include an accounting and royalties for AGE VERIFICATION PRODUCTS in that quarter as well as an accounting and royalty payment for such products from the effective date of this Agreement to the beginning of that quarter. All such statements shall be kept confidential. (b) No later than fifteen (15) days after the end of each quarter, the CORPORATION shall pay in United States dollars to INTELLI-CHECK at the address specified in Section 4.03 the royalties payable in accordance with such statement. (c) Overdue payments hereunder shall be subject to a late payment charge calculated at an annual rate of three percentage points (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquency. If the amount of such late payment charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum.

Reports and Payments. A. Employers shall be required to furnish to the respective Funds written reports, weekly, monthly, or at such other periods as may be designated by the respective Funds. Forms will be furnished employers for this purpose by the Funds and these report forms shall be completed by the employer listing all hours worked or paid for during the period involved irrespective of where such employee worked. The report shall list the name, hours worked or paid for, Social Security Number and Local Union Affiliation or other identification number as may be required by the Trust Funds. If no employees were employed in the period involved the report shall so state. B. To the fullest extent possible, reports and payments to the various Trust Funds and Administration Funds shall be unified. C. Reports and payments shall be made to the Trustees of the funds and shall be due and payable immediately on the completion of the established Trust Fund period. An employer shall be deemed delinquent if such reports and payments are not received within the specified time after the due date, and shall pay to the respective Trust Funds the sum of 10% of such contributions which are due for the added administrative costs of handling delinquent accounts. If any employer during any calendar year has become delinquent in mailing his/her reports and payments for more than a total of five (5) times, the delinquency charge for such delinquency shall be 20% of the contributions which are due to pay the additional administrative costs of handling such delinquent accounts. Upon authorization of the Trustees of the several Trust Funds the LMCC may waive or adjust the assessed liquidated damages listed above when, in its opinion, the circumstances which caused the delinquency justify such adjustment or waiver.

Reports and Payments. Within sixty (60) days after the conclusion of each Royalty Period, Company shall deliver to Medical School a report containing the following information: (a) the number of Licensed Products sold to independent third parties in each country; (b) the gross sales price for each Licensed Product sold by Company and its Affiliates during the applicable Royalty Period in each country; (c) calculation of Net Sales for the applicable Royalty Period in each country, including a listing of applicable deductions; (d) total royalty payable on Net Sales in U.S. dollars, together with the exchange rates used for conversion; and (e) the portion of royalty-based Sublicense Income due to Medical School for the applicable Royalty Period from each Sublicensee. All such reports shall be considered Company Confidential Information. If no royalties are due to Medical School for any Royalty Period, the report shall so state. Concurrent with this report, Company shall remit to Medical School any payment due for the applicable Royalty Period.

Reports and Payments. 5.1 Within sixty (60) days of September 30, December 31, March 31, and June 30 of each year during the term of this Agreement, up to and including September 30, December 31, March 31 and June 30 following the termination or expiration of this Agreement, LICENSEE shall render a written report to MCGRI setting forth for the preceding calendar quarter, the following as may be applicable under the royalty provisions hereof: (a) the Net Selling Price of all Licensed Products Sold by LICENSEE, and its Affiliates and Sublicensees under this Agreement; and (b) the amount of royalty payable; and (c) any other information reasonably necessary to show the basis on which such royalty has been computed; and (d) the title of the Licensed Patent(s), the Inventor(s), and the five digit MCG code(s) for the Licensed Patent(s); and (e) in case no payment is due for any calendar quarter hereunder, LICENSEE shall so report. 5.2 Each royalty report shall be accompanied by the payment of all royalties due for the quarter calendar year in question. Any minimum royalty payment due under Article 4 shall accompany the report for the quarter ending on June 30 of the applicable License Agreement Year. 5.3 All royalties shall be paid in United States funds collectible at one hundred percent (100%) of face value in New York, New York, U.S.A. For purposes of computing the royalty payment on Sales outside the United States, the royalty payment hereunder shall first be determined in the foreign currency of the country in which Licensed Products are Sold and then converted to United States dollars at the spot rate published by the Wall Street Journal (U.S. edition) on the last day of the quarter for which payment is due. 5.4 In high inflation countries where LICENSEE uses accounting treatment under Statement of Financial Accounting Standards No. 52, Paragraph 11, or the successor equivalent Standard, LICENSEE may for each such country at the end of each quarter convert each month’s Sales in that quarter to United States dollars by assuming all Sales in that month occurred on the last day of the month, computing the collection date for that month’s Sales to United States dollars at the forecasted exchange rate for that computed collection date; differences between the forecasted exchange rate and the actual exchange rate are to be corrected in the first quarter in which known. 5.5 If Licensed Products are Sold in a country in which conditions or legal restrictions exist which prohibit remitt...