Reports and Audits of Licensee's Net Sales Sample Clauses

Reports and Audits of Licensee's Net Sales a. Licensee agrees that, within sixty (60) days after the end of each quarter, in each and every calendar year, commencing with the Licensee's obligation to make royalty payments, Licensee will furnish to Licensor written reports specifying the Licensee's Net Sales during the preceding quarter (the "Licensee Quarterly Reports"). Such reports shall provide adequate details to allow Licensor to reasonably determine that its business with Licensee has been accurately reported by Licensee's financial system. b. Licensee agrees to have its auditors verify in writing the accuracy of the Licensee's Quarterly Reports for each calendar year, which written verification is to be submitted to Licensor no later than ninety (90) days after the end of each calendar year (the "Licensee's Auditor's Verification"). c. Licensee agrees to allow an independent certified public accountant or other audit professional selected by Licensor to audit and analyze Licensee's accounting records during regular business hours to determine the accuracy of Licensee's Quarterly Reports (an "Independent Licensee Audit"). Such audits shall not be requested by Licensor more than twice per calendar year, may be conducted only upon ten (10) business dates written notice to Licensee, and must be conducted so as not to interfere unreasonably with Licensee's business activities. d. The Independent Licensee Audit shall be at the expense of Licensor, unless a variation or error is revealed by the Independent Licensee Audit that exceeds five percent (5%) of the Net Sales for the quarter in which the error occurs, whereupon the Licensee shall pay all costs of the Independent Licensee Audit. e. If Licensor fails to request an Independent Licensee Audit within two years after receipt of the Licensee's Auditor's Verification then the Licensee's Auditor's Verification shall be conclusively determinative of the Net Sales for that calendar year for the purposes of calculating royalties due Licensor pursuant to this Article 9, and Licensor may not thereafter dispute the accuracy of the Net Sales figure reported by Licensee and verified by Licensee's Auditor's Verification.
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Reports and Audits of Licensee's Net Sales. (a) Licensee agrees that, within sixty (60) days after the end of each quarter, in each and every calendar year, commencing with the first quarter following acceptance of the First Prototype and continuing for the duration of Licensee's obligation to make Royalty payments, Licensee will furnish to Licensor written reports specifying the Licensee's Net Sales during the preceding quarter (the "Quarterly Reports"). Such reports shall provide adequate details to allow Licensor to reasonably determine that its business with Licensee has been accurately reported by Licensee's financial system.
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Related to Reports and Audits of Licensee's Net Sales

  • Reports and Audits The Company shall as soon as practicable but in no event later than six months after the end of each of its fiscal years, file with the Trustee and the Issuer, audited financial statements of the Company prepared as of the end of such fiscal year; provided that the Company may satisfy this requirement by its filing of such information with the Securities and Exchange Commission (xxx.xxx.xxx) and the Municipal Securities Rulemaking Board (xxx.xxxx.xxxx.xxx) in accordance with their respective filing requirements.

  • Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information By becoming a party to this Agreement, each Lender:

  • Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information By becoming a party to this Agreement, each Lender:

  • Environmental Reports and Audits As soon as practicable following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any Facility or which relate to any environmental liabilities of Holdings or its Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

  • Royalty Reports and Payments After the first sale of a Product on which royalties are payable by a Party hereunder, such Party shall make quarterly written reports to the other Party within sixty (60) days after the end of each calendar quarter, stating in each such report, separately the number, description, and aggregate Net Sales, by territory, of each such Product sold during the calendar quarter upon which a royalty is payable under Section 6.3 or Section 6.4 above, as applicable. Concurrently with the making of such reports, such Party shall pay to the other Party royalties due at the rates specified in Section 6.3 or Section 6.4 above, as applicable.

  • Inspections and Audits Permit the Administrative Agent to make or cause to be made (prior to an Event of Default, at the Lenders’ expense and after the occurrence of and during the continuance of an Event of Default, at the Borrower’s expense), inspections and audits of any books, records and papers of the Borrower or any Subsidiary and to make extracts therefrom and copies thereof, or to make appraisals, inspections and examinations of any properties and facilities of the Borrower or any Subsidiary, on reasonable notice, at all such reasonable times and as often as any Lender may reasonably require, in order to assure that the Borrower is and will be in compliance with its obligations under the Loan Documents or to evaluate the investment in the then Aggregate Exposures. Notwithstanding the foregoing, the Borrower agrees that the Administrative Agent shall be permitted to conduct or cause to be conducted an annual field audit at the Borrower’s expense.

  • Field Audit, Examination Reports and other Information; Disclaimer by Lenders By signing this Agreement, each Lender:

  • Reports and Royalty Payments Within [* * *] days after the beginning of each Contract Quarter during the Royalty Term, Celgene shall deliver to Acceleron a report setting forth for the previous Contract Quarter the following information on a Licensed Product-by-Licensed Product and country-by-country basis in the Territory: (a) the gross sales and Net Sales of Licensed Product, (b) the number of units sold by Celgene, its Affiliates or Sublicensees, (c) the basis for any adjustments to the royalty payable for the sale of each Licensed Product, and (d) the royalty due hereunder for the sales of each Licensed Product (the “Royalty Report”). The total royalty due for the sale of Licensed Products during such Contract Quarter shall be remitted at the time such report is made. No such reports or royalty shall be due for any Licensed Product before the First Commercial Sale of such Licensed Product.

  • Field Audit and Examination Reports; Disclaimer by Lenders By signing this Agreement, each Lender:

  • Assistance with Post-Closing SEC Reports and Inquiries Upon the reasonable request of the Company, after the Closing Date, the Acquiror Company Principal Shareholder shall use his reasonable best efforts to provide such information available to him, including information, filings, reports, financial statements or other circumstances of the Acquiror Company occurring, reported or filed prior to the Closing, as may be necessary or required by the Acquiror Company for the preparation of the post-Closing Date reports that the Acquiror Company is required to file with the Commission to remain in compliance and current with its reporting requirements under the Exchange Act, or filings required to address and resolve matters as may relate to the period prior to the Closing and any Commission comments relating thereto or any Commission inquiry thereof.

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