Eligible Revenue Sample Clauses

Eligible Revenue. (a) Notwithstanding any provision herein to the contrary, Buyer (including, after the Effective Date, the Company) may devote only such efforts to achieving Eligible Revenue as Buyer deems advisable in its sole discretion, and Buyer (including, after the Effective Date, the Company) shall have no liability to any Seller whatsoever in the event Eligible Revenue during 2017 or Eligible Revenue during 2017 and 2018 does not result in an issuance of shares of Buyer’s Common Stock to the Sellers pursuant to clauses (iii) or (iv), respectively, of Section 2.1(b). (b) As soon as reasonably possible after the audit of Buyer’s financial statements for 2017 and, if applicable, 2018, in each case not to exceed 90 days after the close of the fiscal year, Buyer shall prepare and provide the Sellers’ Agent with a calculation of the Eligible Revenue during 2017 or the Eligible Revenue during 2017 and 2018, as applicable. Following delivery of such calculation, Buyer shall provide the Sellers’ Agent with reasonable access following prior notice to the records and employees of Buyer to the extent relevant for review by the Sellers’ Agent of such calculation and shall facilitate reasonable cooperation between the employees of Buyer and the Sellers’ Agent for purposes of such review. Such calculation shall be binding and conclusive upon, and deemed accepted by, all Sellers unless the Sellers’ Agent notifies Buyer in writing of any objections thereto within thirty (30) days after receipt thereof. Any such written notice shall specify each item that the Sellers’ Agent disputes and include a description of the Sellers’ Agent’s reasons, as well as any supporting materials, for such dispute. Disputes between the Sellers’ Agent and Buyer relating to the calculation of the Eligible Revenue during 2017 or the Eligible Revenue during 2017 and 2018, as applicable, that cannot be resolved by them within ten (10) days after receipt by Buyer of the above-referenced notice may be referred by the Sellers’ Agent or Buyer to an independent reputable accounting firm agreed upon by the Sellers’ Agent and Buyer (such firm, the “Auditor”) for resolution as promptly as possible, with each of the Sellers’ Agent and Buyer submitting background information and responding to any questions of the Auditor. The fee of the Auditor shall be paid by Buyer but shared equally between the Sellers on the one hand (through a stipulated exercise by Buyer of the Offset Right for the amount at issue) and Buyer on ...