Payment Reports; Payments Clause Samples

Payment Reports; Payments. Within [*] Business Days after the end of each Calendar Quarter commencing upon the earlier of the first Calendar Quarter in which Licensee or its Affiliates receive any Sublicensing Revenue or the First Commercial Sale of a Licensed Product, Licensee will submit to Licensor [*] setting forth [*] of [*] and [*] and the [*], in each case, during such Calendar Quarter, in order for [*]. Each Party stipulates and agrees that [*] are [*] and neither Party will be [*], to the extent Licensee complies with the previous sentence. Within [*] following the end of each Calendar Quarter commencing upon the earlier of the first Calendar Quarter in which Licensee or its Affiliates receive any Sublicensing Revenue or the First Commercial Sale of a Licensed Product, Licensee will provide Licensor with a written report in respect of such Calendar Quarter, which report (each, a “Payment Report”) will include for such Calendar Quarter, on a Licensed Product-by-Licensed Product and country-by-country basis, (a) the Sublicensing Revenue paid or payable to or received by Licensee or its Affiliates, (b) the amount of gross sales (in U.S. dollars) of Licensed Products sold by Licensee and its Affiliates and Sublicensees, (c) [*] calculation of Net Sales showing [*] (d) a calculation of the Royalty payment due on such sales by Licensee and its Affiliates and Sublicensees, (e) an accounting of [*], (f) the calculation and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. application of the reductions, if any, made pursuant to Section 5.5.3 (Royalty Reductions), and (g) [*]. Concurrently with each Payment Report, Licensee will pay all amounts due to Licensor pursuant to Section 5.5 (Royalty Payments) and Section 5.6 (Income from Sublicensee) and set forth in such Payment Reports for such Calendar Quarter. Each Payment Report will be the Confidential Information of each Party.
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Related to Payment Reports; Payments

  • Payment; Reports Within twenty (20) days after the close of each calendar quarter, Partner will deliver to SAP a report (“Payment Report”) which will provide all information reasonably required by SAP identifying each Customer by an unique customer number for computation, customer name (no abbreviations), customer address (street, city, postal code, country), group (if any), and/or confirmation of the fees, if any, due or credited to Licensor for the period being reported, including without limitation: (i) license information (material code/software description, license quantity, license metric, license term for non-perpetual licenses, and associated license or subscription fee due SAP), and (ii) SAP support fees, associated support rate and indicating whether it is first year support or a renewal, and associated license fee. The payment report shall be submitted to SAP even if no license and support fee is due. Partner will submit the payment report electronically via a reporting tool made available by SAP to Partner. SAP will inform in writing Partner in case of change to the reporting format and Partner shall submit its payment reports under such new reporting format for all future quarterly reporting periods. Partner agrees that the Payment Report is binding on Partner once it is submitted to SAP and Partner may not withdraw, modify or cancel any orders set forth in the Payment Report. 8. AUDIT. (a) SAP shall have the right to once annually conduct an audit to verify the compliance of (i) Partner, and/or (ii) any of its Affiliates involved in the performance of obligations under any part of the Agreement, with the terms of the Agreement, in particular Partner´s compliance obligations as set forth in Section 12 below. Notwithstanding foregoing, in the event SAP reasonably believes that a breach of the terms of this Agreement, in particular the compliance obligations set forth in Section 12 below, has occurred or will most likely occur, SAP shall have the right to perform an audit. (b) The audit will be conducted by SAP or its nominated independent expert. By choosing the expert, SAP will take into account Partner’s legitimate business interests. SAP will bear the costs of the audit unless the expert establishes a breach by the Partner in which case Partner must bear the costs. (c) SAP will provide one (1) week advance notice of an audit unless a) SAP reasonably believes that evidence to be reviewed will be compromised or b) required by investigating authorities. (d) The audit will take place during normal business hours and SAP will instruct its expert to conduct the audit in such a manner that it will not unreasonably interfere with Partner’s business operations. (e) Partner must make full disclosure to the expert, and ensure that (i) Partner and its Affiliates involved in the performance of obligations under any part of this Agreement and any of (ii) Partner’s Representatives cooperate fully and provide information, grant viewing access to all necessary and useful documents and permit the making of copies of them. Financial records that relate to the subject matter of the audit must be readily available for inspection during audits by SAP or its expert. Partner also agrees to make its employees, officers, and directors involved in the performance of obligations under this Agreement available for meetings and interviews with SAP and/or its expert for the audit. Partner agrees to provide appropriate workspace for the expert. (f) The expert will be bound in writing to confidentiality for the benefit of SAP and the Partner. The expert will undertake not to disclose information to SAP, except for the purpose of providing a report of the audit and, in case of a breach of any part of this Agreement, any information establishing such a breach. (g) Partner’s Confidential Information disclosed during the audit will not be used by SAP for any purpose other than to verify and prove if a breach of any part of this Agreement has occurred. (h) Partner must include audit terms with its agreements with any third party used by Partner in connection with its sales and marketing activities under this Agreement (hereinafter “Intermediary/ies”) which are materially as protective as the terms in this Section 8. (i) SAP reserves the right to suspend new business with the Partner in the event of a lack of reasonable and/or timely cooperation by Partner and its representatives in case of an audit. Furthermore, SAP may terminate the Agreement in accordance with Section 10.1 (Termination) below in case Partner does not cooperate with SAP during an audit as outlined in this Section 8.

  • Reports; Payment of Royalty During the term of the Agreement for so long as royalty payments are due, ACORDA shall furnish to RUSH a written report for each Calendar Quarter showing the Net Sales of all Products subject to royalty payments during the reporting period and the calculation of the royalties payable to RUSH under this Agreement, including deductions from Net Sales. Reports shall be due on the forty-fifth (45th) day following the close of each Calendar Quarter. Royalties shown to have accrued by each royalty report, if any, shall be due and payable on the date such report is due. ACORDA shall keep complete and accurate records in sufficient detail to enable the royalties hereunder to be determined. ACORDA shall retain such records for twenty-four (24) months after submission of the corresponding report.

  • Royalty Reports and Payments After the first sale of a Product on which royalties are payable by a Party hereunder, such Party shall make quarterly written reports to the other Party within sixty (60) days after the end of each calendar quarter, stating in each such report, separately the number, description, and aggregate Net Sales, by territory, of each such Product sold during the calendar quarter upon which a royalty is payable under Section 6.3 or Section 6.4 above, as applicable. Concurrently with the making of such reports, such Party shall pay to the other Party royalties due at the rates specified in Section 6.3 or Section 6.4 above, as applicable.

  • Royalty Payments and Reports Payments for Coal mined and sold hereunder shall be made on a timely basis, when due and without demand by COLT, on or before the twentieth (20th) day of each month (“Payment Deadline”) for all Coal mined or produced from the Premises, shipped and sold, or used, together with all Foreign Coal transported and sold by Lessee or its Affiliates, or assigns during the preceding month as to Coal, as evidenced by a report or reports furnished by Lessee to COLT tendered contemporaneously with payment. Payments shall be made by check or wire transfer. If by check, payment shall be made to the following address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Drive Beckley, WV 25801 If by wire transfer, payment shall be to the following address: Bank: Huntington Bank ABA: ▇▇▇▇▇▇▇▇▇ Credit To: Colt LLC Account #: 01221137324 Copies of the reports required in this section 14 and evidence of the wire transfer or check shall be forwarded by mail or fax to: Colt LLC ▇▇▇▇ ▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The addresses for payment by check or wire transfer and/or for submitting reports may be amended from time to time by COLT upon notice to Lessee. Not later than the Payment Deadline, Lessee shall report to COLT showing the actual amount for each and every mining method of Coal mined, processed, stockpiled, loaded, shipped, and sold from the Premises by Lessee and/or its Affiliates or contractors during the preceding month and shall also include individual sales of Coal by Lessee, the customers to which Coal was sold, the Gross Sales Prices of Coal for each sale, itemization of allowable deductions for each sale, calculations of Actual Production Royalty due COLT for each sale and for the preceding month, and the location, by Quarter-Quarter Section, Township, and Range, of the lands of COLT from which such Coal was mined. Such report or reports shall be made either on a form or forms of COLT supplied to Lessee or on a form or forms of Lessee that are approved by COLT. Each report shall be certified to be true, accurate, and correct by Lessee and shall be to the satisfaction of COLT. In any event, all of the aforementioned items shall be made available to COLT by Lessee, at all times upon COLT’s request, for any month during the term of this Lease. Such reports shall, at COLT’s request, be accompanied by copies of invoices, purchase orders, sales receipts, bills of lading, truck weight tickets, railroad weight tickets, barge weight tickets, statements of transportation, washing and handling charges, and other forms of verification as may be deemed necessary by COLT.

  • Management Reports Promptly upon receipt thereof, copies of all detailed financial and management reports submitted to the Company by independent auditors in connection with each annual or interim audit made by such auditors of the books of the Company.