DELIVERY OF CALCULATIONS. On or before November 1 of each year for which this Agreement is effective, the Third Party appointed pursuant to Section 4.3 of this Agreement shall forward to the Parties a certification containing the calculations required under this Article IV, Article V, Article VI, of this Agreement in sufficient detail to allow the Parties to understand the manner in which the calculations were made. The Third Party shall simultaneously submit his, her, or its invoice for fees for services rendered to the Parties, if any fees are being claimed, which fee shall be the sole responsibility of the District, but subject to the provisions of Section 4.8, below. Upon reasonable prior notice, the employees and agents of the Applicant shall have access, at all reasonable times, to the Third Party’s calculations, records, and correspondence pertaining to the calculation and fee for the purpose of verification. The Third Party shall maintain supporting data consistent with generally accepted accounting practices, and the employees and agents of the Applicant shall have the right to reproduce and retain for purpose of audit, any of these documents. The Third Party shall preserve all documents pertaining to the calculation until four (4) years after the Final Termination Date of this Agreement. The Applicant shall not be liable for any of the Third Party’s costs resulting from an audit of the Third Party’s books, records, correspondence, or work papers pertaining to the calculations contemplated by this Agreement.
DELIVERY OF CALCULATIONS. On or before November 1 of each year for which this Agreement is effective, the Third Party Consultant appointed pursuant to Section 4.5 shall forward to the Parties a certification containing the calculations required under Articles IV, V and VI of this Agreement in sufficient detail to allow the Parties to understand the manner in which the calculations were made. The Third Party Consultant shall simultaneously submit his, her or its invoice for fees for services rendered to the Parties, if any fees are being claimed. Upon reasonable prior notice, the employees and agents of the Applicant shall have access, at all reasonable times, to the Third Party Consultant's offices, personnel, books, records, and correspondence pertaining to the calculation and fee for the purpose of verification. The Third Party Consultant shall maintain supporting data consistent with generally accepted accounting practices, and the employees and agents of the Applicant shall have the right to reproduce and retain for purpose of audit, any of these documents. The Third Party Consultant shall preserve all documents pertaining to the calculation and fee for a period of four (4) years after payment. The Applicant shall not be liable for any of Third Party Consultant's costs resulting from a review or audit of the Third Party Consultant's books, records, correspondence, or work papers pertaining to the calculations contemplated by this Agreement or the fee paid by the Applicant to the Third Party Consultant pursuant to Section 4.8, if such fee is timely paid.
DELIVERY OF CALCULATIONS. A. All calculations required under Articles IV, V, or VI shall be made by the Consultant on or before December 1 of each year for which this Agreement is effective. The Consultant shall forward such calculations to the Parties in sufficient detail to allow the Parties to understand the manner in which the calculations were made. The Consultant shall maintain supporting data consistent with generally accepted accounting practices. The Consultant shall preserve all documents and data related to all calculations required under this Agreement for a period of three (3) years. Employees and agents of the Parties shall have reasonable access to the Consultant’s offices, personnel, books, and records pertaining to all calculations and fees.
B. In the event the District receives the Consultant’s invoice for services rendered, the District shall forward to Applicant such invoice, which Applicant shall pay within thirty (30) days of receipt.
DELIVERY OF CALCULATIONS. A. All calculations required under Articles IV, V, or VI shall be made by the Consultant on or before December 1 of each year for which this Agreement is effective. The Consultant shall forward such calculations to the Parties in sufficient detail to allow the Parties to understand the manner in which the calculations were made and shall respond within thirty (30) days to a request by a Party for additional detail or clarification regarding the manner in which the calculations were made. The Consultant shall maintain supporting data consistent with generally accepted accounting practices. The Consultant shall preserve all documents and data related to all calculations required under this Agreement for a period of three (3) years. Employees and agents of the Parties shall have reasonable access to the Consultant’s offices, personnel, books, and records pertaining to all calculations and fees.
B. In the event the District receives an invoice from its Consultant, attorney or for other costs in accordance with Section 4.4 for services rendered, the District shall forward to Applicant such invoice, which Applicant shall pay within thirty (30) days of receipt (but subject to the limitation in Section 4.5 where applicable).
DELIVERY OF CALCULATIONS. A. All calculations required under Articles IV, V, or VI shall be made by the Consultant on or before December 1 of each year for which this Agreement is effective. The Consultant shall forward such calculations to the Parties in sufficient detail to allow the Parties to understand the manner in which the calculations were made. The Consultant shall maintain supporting data consistent with generally accepted accounting practices. The Consultant shall preserve all documents and data related to all calculations required under this Agreement for a period of three
DELIVERY OF CALCULATIONS. On or before November 1 of each year for which this Agreement is effective, the Consultant appointed pursuant to Section 4.4 of this Agreement shall forward to the Parties a certification containing the calculations required under Sections 4.2 and 4.3 of this Agreement in sufficient detail to allow the Parties to understand the manner in which the calculations were made. The Consultant shall simultaneously submit his, her or its invoice for fees for services rendered to the Parties, if any fees are being claimed. Upon reasonable prior notice, the employees and agents of the Applicant shall have access, at all reasonable times, to the Consultant’s offices, personnel, books, records, and correspondence pertaining to the calculation and fee for the purpose of verification. The Consultant shall maintain supporting data consistent with generally accepted accounting practices, and the employees and agents of the Applicant shall have the right to reproduce and retain for purpose of audit, any of these documents. The Consultant shall preserve all documents pertaining to the calculation and fee for a period of five (5) years after payment. The Applicant shall not be liable for any of Consultant's costs resulting from a review or audit of the Consultant's books, records, correspondence, or work papers pertaining to the calculations contemplated by this Agreement or the fee paid by the Applicant to the Consultant pursuant to Section 4.6, if such fee is timely paid.
DELIVERY OF CALCULATIONS. Not less than two (2) Business Days prior to the Closing Date (the “Determination Date”), the Sellers shall cause the Company to prepare and deliver to Buyer the following for Buyer’s review and approval (which shall not be unreasonably withheld, conditioned or delayed):
(a) the Company’s calculation of the Upfront Purchase Price, setting forth, in reasonable detail, an estimation of each component thereof;
(b) the Company’s calculation of the Upfront Stock Consideration Value, the Upfront Stock Consideration Shares, the Upfront Per Share Stock Consideration, the Upfront Per Share Cash Consideration and the Upfront Per Option Share Consideration;
(c) a schedule of all Shares, including the name of the Seller holding each of the Shares, together with each Seller’s Pro Rata Share (calculated based on both (i) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (ii) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders);
(d) a schedule of all Company Options, with (i) the name of the Company Optionholder holding each Company Option, (ii) exercise price information for each Company Option as well as the Aggregate Exercise Amount, (iii) whether it is a Vested Company Option, (iv) the Company’s calculation of the Aggregate Option Payment, and (v) each Company Optionholder’s Pro Rata Share (calculated based on both (x) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Sellers and Participating Optionholders, and (y) the number of shares of Company Capital Stock held by, or issuable upon exercise of any Vested Company Options held by, all Holders);
(e) the Company’s estimated balance sheet as of immediately prior to the Closing (the “Estimated Balance Sheet”), with separate schedules reflecting (i) the estimated Closing Cash, (ii) the estimated Company Debt, (iii) the estimated Company Transaction and Bonus Expenses and (iv) the estimated Closing Net Working Capital as well as the delta between the estimated Closing Net Working Capital and the Net Working Capital Threshold;
(f) the name, address, email address and tax identification number of each Holder and:
(i) in the instance of the Sellers, the amount of Buyer’s Common Stock and cash to be issued or paid to each Seller pursuant to Sections 2.1(b)...
DELIVERY OF CALCULATIONS. A. All calculations required under Articles IV, V, or VI shall be made by the Third Party Consultant on or before November 1 of each year for which this Agreement is effective. The Third Party Consultant shall forward such calculations to the Parties in sufficient detail to allow the Parties to understand the manner in which the calculations were made and shall respond within thirty (30) days to a request by a Party for additional detail or clarification regarding the manner in which the calculations were made. The Third Party Consultant shall maintain supporting data consistent with generally accepted accounting practices. The Third Party Consultant shall preserve all documents and data related to all calculations required under this Agreement for a period of four (4) years. Employees and agents of the Parties shall have reasonable access to the Third Party Consultant’s offices, personnel, books, and records pertaining to all calculations and fees.
B. In the event the District receives an invoice from its Third Party Consultant, attorney or for other costs in accordance with Section 4.4 for services rendered, the District shall forward to Applicant such invoice, which Applicant shall pay within thirty (30) days of receipt (but subject to the limitation in Section 4.5 where applicable).
DELIVERY OF CALCULATIONS. On or before November 1 of each year for which this Agreement is effective, the Third Party appointed pursuant to Section 4.3 of this Agreement shall forward to the Parties a certification containing the calculations required under this Article IV, Article V, Article VI, in sufficient detail to allow the Parties to understand the manner in which the calculations were made. The Third Party shall simultaneously submit his, her, or its invoice for fees for services rendered to the Parties, if any fees are being claimed, which fee shall be the sole responsibility of the District, but subject to the provisions of Section 4.8, below. Upon reasonable prior notice, the employees and agents of the Applicant shall have access, at all reasonable times, to the Third Party’s calculations, records, and correspondence pertaining to the calculation and fee for the purpose of verification. The Third Party shall maintain supporting data consistent with generally accepted accounting practices, and the employees and agents of the
DELIVERY OF CALCULATIONS. On or before November 1 of each year for which this Agreement is effective, the Consultant appointed pursuant to Section 4.4 of this Agreement shall forward to the Parties a certification containing the calculations required under Sections 4.2 and
