Common use of Determination of Royalties Clause in Contracts

Determination of Royalties. The Purchaser shall, no later than [**] after the approval of the audited consolidated financial statements of the Purchaser and the Group for each applicable fiscal year, and, in any event, by no later than [**] in each calendar year during the Earn-Out Period, deliver to the Vendors’ Delegate a written Net Sales report which shall include a calculation of any Royalties payable for such fiscal year (the date upon which such written report is delivered, the “Royalty Report Delivery Date”). If the Vendors’ Delegate does not deliver a written notice of objection in connection with such calculation to the Purchaser within [**] after delivery of such calculation by the Purchaser to the Vendors’ Delegate, the Vendors’ Delegate shall be deemed to have accepted such calculation, such calculation shall be final and binding on the Parties hereto immediately following the expiration date for the giving of such notice of objection and Purchaser shall satisfy the amount of Contingent Consideration payable in accordance with the terms of this Section 2.8. Any disagreement among the Vendors’ Delegate and the Purchaser regarding the calculations under this Section 2.8.3 shall be finally determined in accordance with the provisions of Sections 2.6.3 to 2.6.8, mutatis mutandis, except that the Vendors’ Delegate may, (a) after the Royalty Report Delivery Date and before a written objection of notice is delivered by the Vendors’ Delegate, or, (b) upon delivery of a written notice of objection, before such matter is referred for resolution pursuant to Section 2.6.3, elect to require the Purchaser to cause the Records to be provided to the Vendors’ Delegate and/or to undertake an audit of the Records pursuant to Section 2.8.4 in accordance with the terms of this Section 2.8. To the extent a portion of the Contingent Consideration is in dispute, the Purchaser shall satisfy the amount of the Contingent Consideration not in dispute, with the balance (if any) satisfied by the Purchaser after a final determination or resolution is made.