Accounting System Integration Clause Samples
Accounting System Integration. The Sellers (in their capacity of members of the management of the Company) shall cause the Company to: (i) no later than July 15, 2023, deliver and allow access to all the information and documents, including, but not limited to, accounting, financial and fiscal information and books, which are reasonably requested by the Buyer as required for the integration of the Company’s enterprise accounting system with the accounting system of Tripoint solution provided by TFV, as adopted by the Company’s Affiliate named Orinter Viagens e Turismos S.A. and to the extent in accordance with the BR GAAP (“Accounting System Integration”); (ii) hire any software, system or service as reasonably required for the Accounting System Integration; (iii) instruct the Company’s employees and service providers to undertake any and all reasonably necessary measures and procedures to allow the Accounting System Integration. For the sake of clarity, the Accounting System Integration shall comply with the BR GAAP.
6.1.1. In case the Sellers do not comply with any of the foregoing obligations, they will be jointly subject to a compensatory fine in the total amount of five hundred thousand dollars (USD 500,000.00), due to the Buyer and to be borne by the Sellers on a 50-50 basis, which may be offset by Buyer from the Earn-Out and from the Deferred Payment; provided that (i) if such breach is diligently cured by the Sellers within ten (10) days as from the receipt of a written notice from the Buyer informing such violation, or (ii) to the extent such breach is caused by a reason imputed exclusively to third parties other than the Sellers, then such breach shall be considered not to have occurred and no penalty or indemnity will be due by any of the Sellers to the Buyer on this regard.
Accounting System Integration. The Software is designed to integrate with Provider’s accounting system. Helix does not use the same accounting system as Provider, and Helix does not intend to license and install Provider’s accounting system. Consequently, Helix may require the assistance of Provider in order to integrate the Software with Helix’s accounting system. Without the prior permission of Provider, Helix may engage the services of Provider’s Representatives who are experienced with accounting system integration (the “Integration Representatives”) for no more than fifteen hours per week per each Integration Representative. Provider will ensure that at least one of its Representatives is experienced with accounting system integration. Over a six month period, Helix may not, without the prior permission of Provider, engage the Integration Representatives for more than 200 hours in the aggregate. If Helix needs to engage the Integration Representatives for any hours in addition to those noted above, Helix must first obtain the prior permission of Provider, such permission not to be unreasonably withheld or delayed by Provider.