Participation Payments. (a) In addition to the payments set forth in Section 2.4, the Purchaser will wire transfer within thirty days following the end of each calendar quarter, the account specified in Section 3.2(b) or such other account as most recently specified in writing by an authorized Seller representative, an amount equal to the product of (A) the applicable Participation Percentage multiplied by (B) the Participation Income for the most recently completed calendar quarter, (“Participation Payments”), provided, however, that after Purchaser receives Purchaser’s Initial Return, Seller shall be paid a total of thirteen million US dollars (US $13,000,000) (including all Fixed Consideration Amount payments and prior Participation Payments received by Seller) on or before the six months anniversary of the recovery, license or settlement of the first action to generate Participation Income, and Purchaser shall wire to Seller in immediately available funds any deficiency in the Target Amount not previously paid to Seller from the Participation Payments (which shall be credited towards and constitute Participation Payments for purposes of any further payments to become due and owing to Seller) Concurrent with or prior to such wire transfer, Purchaser will provide Seller with a calculation of the amount due per this Section 2.5 providing sufficient detail to permit Seller to verify the accuracy of such calculation (the “Calculation Statement”). Any disputes with respect to the calculation of any payment amounts in this Section 2.5 shall be resolved by means of the process set forth in this Section 2.5. For the avoidance of doubt, hypothetical examples of the calculation of Participation Payments are set forth in Exhibit C hereof. (b) Purchaser shall keep full, clear and accurate records with respect to the Participation Income and Participation Payments as required in this Section 2.5 and shall furnish any information which Seller may reasonably prescribe from time to time to enable Seller to ascertain the proper Participation Payments due under this Agreement. Purchaser shall retain such records with respect to the Participation Payments for at least seven (7) years from each such payment. Seller shall have the right, twice annually, through its accredited auditors, to make an examination, during normal business hours, of all records and accounts bearing upon the amount of Participation Payments payable to it under this Agreement. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. Seller shall be responsible for all its costs of any such audit unless the audit reveals an underpayment by Purchaser of at least $100,000 for the audited period. In such an event, Purchaser shall be responsible for Seller’s costs of the audit. Based on Purchaser’s audited financials, Purchaser will provide Seller with a calculation of the amounts due per Section 2.5(a) with respect to each of the quarters in such recently ended calendar year (a “Year End Statement”). The Year End Statement is due to Seller within ten (10) days of Purchaser’s receipt of Purchaser’s audited financial statement from Purchaser’s auditor. Within ten days following receipt of such Year End Statement, Purchaser or Seller, as the case may be, will pay, (without interest) to the other, any amounts in excess of or remaining due per Section 2.5(a) as shown in the Year End Statement. (c) If a dispute arises with respect to the amounts due per this Section 2.5, the parties will negotiate the matter in good faith during a four week period. If a dispute remains after such good faith negotiations, the parties will as expeditiously as possible (in any event within sixty days) seek mediation to resolve the remaining matters. If no agreement is reached, the parties may exercise all rights available hereunder at law.
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Participation Payments. (a) In addition to the payments set forth in Section 2.4, the Purchaser will wire transfer within thirty days following the end of each calendar quarter, the account specified in Section 3.2(b) or such other account as most recently specified in writing by an authorized Seller representative, an amount equal to the product of (A) the applicable Participation Percentage multiplied by (B) the Participation Income for the most recently completed calendar quarter, (“Participation Payments”), provided, however, that after Purchaser receives Purchaser’s Initial Return, Seller shall be paid a total of thirteen million [*] US dollars (US $13,000,000[*]) (including all Fixed Consideration Amount payments and prior Participation Payments received by Seller) on or before the six months [*] anniversary of the recovery, license or settlement of the first action to generate Participation Income, and Purchaser shall wire to Seller in immediately available funds any deficiency in the Target Amount not previously paid to Seller from the Participation Payments (which shall be credited towards and constitute Participation Payments for purposes of any further payments to become due and owing to Seller) Concurrent with or prior to such wire transfer, Purchaser will provide Seller with a calculation of the amount due per this Section 2.5 providing sufficient detail to permit Seller to verify the accuracy of such calculation (the “Calculation Statement”). Any disputes with respect to the calculation of any payment amounts in this Section 2.5 shall be resolved by means of the process set forth in this Section 2.5. For the avoidance of doubt, hypothetical examples of the calculation of Participation Payments are set forth in Exhibit C hereof.
(b) Purchaser shall keep full, clear and accurate records with respect to the Participation Income and Participation Payments as required in this Section 2.5 and shall furnish any information which Seller may reasonably prescribe from time to time to enable Seller to ascertain the proper Participation Payments due under this Agreement. Purchaser shall retain such records with respect to the Participation Payments for at least seven (7) years from each such payment. Seller shall have the right, twice annually, through its accredited auditors, to make an examination, during normal business hours, of all records and accounts bearing upon the amount of Participation Payments payable to it under this Agreement. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. Seller shall be responsible for all its costs of any such audit unless the audit reveals an underpayment by Purchaser of at least $100,000 [*] for the audited period. In such an event, Purchaser shall be responsible for Seller’s costs of the audit. Based on Purchaser’s audited financials, Purchaser will provide Seller with a calculation of the amounts due per Section 2.5(a) with respect to each of the quarters in such recently ended calendar year (a “Year End Statement”). The Year End Statement is due to Seller within ten (10) days of Purchaser’s receipt of Purchaser’s audited financial statement from Purchaser’s auditor. Within ten days following receipt of such Year End Statement, Purchaser or Seller, as the case may be, will pay, (without interest) to the other, any amounts in excess of or remaining due per Section 2.5(a) as shown in the Year End Statement.
(c) If a dispute arises with respect to the amounts due per this Section 2.5, the parties will negotiate the matter in good faith during a four week period. If a dispute remains after such good faith negotiations, the parties will as expeditiously as possible (in any event within sixty days) seek mediation to resolve the remaining matters. If no agreement is reached, the parties may exercise all rights available hereunder at law.
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Participation Payments. (a) In addition to the payments set forth in Section 2.4, the Purchaser will wire transfer within thirty (30) days following the end of each calendar quarter, the account specified in Section 3.2(b) or quarter to such other bank account as is most recently specified in writing by an authorized Seller representative, an amount equal to the product of (A) the applicable Participation Percentage multiplied by (B) the Participation Income for the most recently completed calendar quarter, (“Participation Payments”), provided, however, that after Purchaser receives shall receive Purchaser’s Initial Return, Seller shall be paid a total of thirteen million US dollars (US $13,000,000) (including all Fixed Consideration Amount payments and Return prior to any Participation Payments received by Seller) on or before the six months anniversary of the recovery, license or settlement of the first action to generate Participation Income, and Purchaser shall wire to Seller in immediately available funds any deficiency in the Target Amount not previously being paid to Seller from hereunder (subject always to the Participation Payments (which shall be credited towards and constitute Participation Payments for purposes Seller’s prior ranking redemption rights under the terms of any further payments to become due and owing to Seller) the Preferred I Stock). Concurrent with or prior to such wire transfer, Purchaser will provide Seller with a calculation of the amount due per this Section 2.5 providing sufficient detail to permit Seller to verify the accuracy of such calculation (the “Calculation Statement”). Any disputes with respect to the calculation of any payment amounts in this Section 2.5 shall be resolved by means of the process set forth in this Section 2.5. For the avoidance of doubt, hypothetical examples of the calculation of Participation Payments are set forth in Exhibit C hereof.
(b) The Company and the Purchaser shall keep full, clear and accurate records with respect to the Participation Income Income, Deductible Purchaser Expenses and Participation Payments as required in this Section 2.5 Payments, together with full, clear and accurate records of all cash received by the Company and/or the Purchaser during the applicable period (the “Financial Records”), and shall furnish any information which Seller may reasonably prescribe from time to time to enable Seller to ascertain the proper Participation Payments due under this AgreementAgreement and under the terms of the Preferred I Stock. Purchaser Company shall retain such records with respect to the Participation Payments Financial Records for at least seven (7) years from each such paymentthe applicable date. Seller shall have the right, twice annually, through its accredited auditorsauditors (or such other party as may be agreeable to the Parties), to make an examination, during normal business hours, of all records and accounts bearing upon the amount of Participation Payments payable to it under this AgreementAgreement and the terms of the Preferred I Stock. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. Seller shall be responsible for all its costs of any such audit unless the audit reveals an underpayment by Purchaser Company of at least $100,000 for the relevant audited period. In such an event, Purchaser shall be responsible for Seller’s costs of the audit. Based on PurchaserCompany’s audited financials, Purchaser Company will provide Seller with a calculation of the amounts due per Section 2.5(a) with respect to each of the quarters in such recently ended calendar year (a “Year End Statement”). The Year End Statement is due to Seller within ten (10) days of PurchaserCompany’s receipt public announcement of PurchaserCompany’s audited financial statement from PurchaserCompany’s auditor. Within ten twenty (20) days following receipt of such Year End Statement, Purchaser or Seller, as the case may be, will pay, (without interest) to the otherSeller, any amounts in excess of or remaining due per Section 2.5(a) as shown in the Year End Statement. In the event that the audit shows that Purchaser has overpaid Seller, the amount of the overpayment will be applied to the immediate redemption of additional Preferred I Stock or, if no such stock is outstanding, credited to Seller’s account in respect of future Participation Payments.
(c) If a dispute arises with respect to the amounts due per this Section 2.5, the parties Parties will negotiate the matter in good faith during a four week periodperiod from the date that one of them concludes and notifies the other that a dispute exists. If a dispute remains after such good faith negotiations, the parties Parties will as expeditiously as possible (in any event within sixty days) seek mediation to resolve the remaining matters. If no agreement is reachedreached at the conclusion of such mediation, the parties may Parties are thereafter free to exercise all rights available hereunder at lawlaw for resolution of the disputed matter.
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Participation Payments. (a) In addition to the payments set forth in Section 2.4, the Purchaser will wire transfer within thirty days following the end of each calendar quarter, the account specified in Section 3.2(b) or such other account as most recently specified in writing by an authorized Seller representative, an amount equal to the product of (A) the applicable Participation Percentage multiplied by (B) the Participation Income for the most recently completed calendar quarter, (“Participation Payments”), provided, however, that after Purchaser receives Purchaser’s Initial Return[*], Seller shall be paid a total of thirteen million [*]US dollars (US $13,000,000[*]) (including all Fixed Consideration Amount payments [*]and prior Participation Payments received by Seller[*]) on or before the six months anniversary of the recovery, license or settlement of the first action to generate Participation Income[*], and Purchaser shall wire to Seller in immediately available funds any deficiency in the Target Amount not previously paid to Seller from the Participation Payments [*] (which shall be credited towards and constitute Participation Payments for purposes of any further payments to become due and owing to Seller) Concurrent with or prior to such wire transfer, Purchaser will provide Seller with a calculation of the amount due per this Section 2.5 providing sufficient detail to permit Seller to verify the accuracy of such calculation (the “Calculation Statement”). Any disputes with respect to the calculation of any payment amounts in this Section 2.5 shall be resolved by means of the process set forth in this Section 2.5. For the avoidance of doubt, hypothetical examples of the calculation of Participation Payments are set forth in Exhibit C hereof.
(b) Purchaser shall keep full, clear and accurate records with respect to the Participation Income and Participation Payments as required in this Section 2.5 and shall furnish any information which Seller may reasonably prescribe from time to time to enable Seller to ascertain the proper Participation Payments due under this Agreement. Purchaser shall retain such records with respect to the Participation Payments for at least seven (7) years from each such payment. Seller shall have the right, twice annually, through its accredited auditors, to make an examination, during normal business hours, of all records and accounts bearing upon the amount of Participation Payments payable to it under this Agreement. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. Seller shall be responsible for all its costs of any such audit unless the audit reveals an underpayment by Purchaser of at least $100,000 [*] for the audited period. In such an event, Purchaser shall be responsible for Seller’s costs of the audit. Based on Purchaser’s audited financials, Purchaser will provide Seller with a calculation of the amounts due per Section 2.5(a) with respect to each of the quarters in such recently ended calendar year (a “Year End Statement”). The Year End Statement is due to Seller within ten (10) days of Purchaser’s receipt of Purchaser’s audited financial statement from Purchaser’s auditor. Within ten days following receipt of such Year End Statement, Purchaser or Seller, as the case may be, will pay, (without interest) to the other, any amounts in excess of or remaining due per Section 2.5(a) as shown in the Year End Statement.
(c) If a dispute arises with respect to the amounts due per this Section 2.5, the parties will negotiate the matter in good faith during a four week period. If a dispute remains after such good faith negotiations, the parties will as expeditiously as possible (in any event within sixty days) seek mediation to resolve the remaining matters. If no agreement is reached, the parties may exercise all rights available hereunder at law.
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Participation Payments. (a) In addition to the payments set forth in Section 2.4, the Purchaser will wire transfer within thirty days following the end of each calendar quarter, the account specified in Section 3.2(b) or such other account as most recently specified in writing by an authorized Seller representative, an amount equal to the product of (A) the applicable Participation Percentage multiplied by (B) the Participation Income for the most recently completed calendar quarter, (“Participation Payments”), provided, however, that after Purchaser receives Purchaser’s Initial Return, Seller shall be paid a total of thirteen million US dollars (US $13,000,000) (including all Fixed Consideration Amount payments and prior Participation Payments received by Seller) on or before the six months anniversary of the recovery, license or settlement of the first action to generate Participation Income, and Purchaser shall wire to Seller in immediately available funds any deficiency in the Target Amount not previously paid to Seller from the Participation Payments (which shall be credited towards and constitute Participation Payments for purposes of any further payments to become due and owing to Seller) Concurrent with or prior to such wire transfer, Purchaser will provide Seller with a calculation of the amount due per this Section 2.5 providing sufficient detail to permit Seller to verify the accuracy of such calculation (the “Calculation Statement”). Any disputes with respect to the calculation of any payment amounts in this Section 2.5 shall be resolved by means of the process set forth in this Section 2.5. For the avoidance of doubt, hypothetical examples of the calculation of Participation Payments are set forth in Exhibit C hereof.
(b) Purchaser shall keep full, clear and accurate records with respect to the Participation Income and Participation Payments as required in this Section 2.5 and shall furnish any information which Seller may reasonably prescribe from time to time to enable Seller to ascertain the proper Participation Payments due under this Agreement. Purchaser shall retain such records with respect to the Participation Payments for at least seven (7) years from each such payment. Seller shall have the right, twice annually, through its accredited auditors, to make an examination, during normal business hours, of all records and accounts bearing upon the amount of Participation Payments payable to it under this Agreement. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. Seller shall be responsible for all its costs of any such audit unless the audit reveals an underpayment by Purchaser of at least $100,000 for the audited period. In such an event, Purchaser shall be responsible for Seller’s costs of the audit. Based on Purchaser’s audited financials, Purchaser will provide Seller with a calculation of the amounts due per Section 2.5(a) with respect to each of the quarters in such recently ended calendar year (a “Year End Statement”). The Year End Statement is due to Seller within ten (10) days of Purchaser’s receipt of Purchaser’s audited financial statement from Purchaser’s auditor. Within ten days following receipt of such Year End Statement, Purchaser or Seller, as the case may be, will pay, (without interest) to the other, any amounts in excess of or remaining due per Section 2.5(a) as shown in the Year End Statement.
(c) If a dispute arises with respect to the amounts due per this Section 2.5, the parties will negotiate the matter in good faith during a four week period. If a dispute remains after such good faith negotiations, the parties will as expeditiously as possible (in any event within sixty days) seek mediation to resolve the remaining matters. If no agreement is reached, the parties may exercise all rights available hereunder at law.. -4- 3. Closing, Delivery and Payment 3.1
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Samples: Patent Purchase Agreement
