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Price Audit Sample Clauses

Price Audit. Upon prior written notice and within the period that the Company purchases respective Products from Jabil under this Agreement and 6 months after Jabil does not purchase anymore the respective Products, Company’s independent third party accounting firm retained by Company and mutually agreed by Jabil and Company, may inspect Jabil’s relevant data to confirm Jabil’s compliance with Section 7.2 and the accuracy of the computation of “cost” pursuant to Schedule 3 The audit shall not be performed more than once per year and shall cover the previous 12 month period from date said audit is requested in writing. The costs associated with such audit shall be borne by Company unless an audit reveals the discrepancy of a more than [ * * * ] of the Total Price of the BOM under section 7.2 and in accordance with Schedule 3. Further, audits shall be conducted at a reasonable time and during normal hours of operation. The Auditors will be subject to all confidentiality under this Agreement and may not disclose to Company the information disclosed by Jabil as part of the audit and may only provide to Company the aggregate dollar outcome of the audit. If the audit reveals that Jabil has not complied with the terms of Sections 7.2.2 and 7.4 and there has been an overcharge to Company, then Jabil shall pay such overcharge to Company, within no later than 30 days.
Sample 1Sample 2
Price Audit. You have the right to audit a Distributor’s Prices for Products twice per calendar year, as follows: 16.1. You must notify the Distributor to be audited at least 20 business days in advance of the audit. 16.2. You have the right to check up to 25 line items per concept per audit, and to check one pricing period per item. 16.3. The audit will be limited to Products purchased from the Distributor within the prior 6 months. 16.4. The audit will consist of reviewing computer reports documenting the Cost and the Distributor’s calculation of the invoice Price. If requested, the Distributor will provide manufacturers invoices and, where applicable, freight invoices. If any of the documents have been submitted electronically, the Distributor will furnish printouts of the electronic versions. 16.5. The Distributor will provide adequate workspace and have its National Account Manager or Account Executive available for the audit. 16.6. You will not remove any of the Distributor’s documents, or copies, provided for the audit from the Distributor’s premises. 16.7. Reimbursement of overcharges and billing and payment for undercharges identified during the audit will be processed promptly. 16.8. If you request a third party to be present during the audit, the third party will sign a Confidentiality Agreement, in a form reasonably requested by the Distributor. 16.9. Due to the extensive time and complexity associated with an audit, we cannot permit computer generated price matching or electronic price audits by you or on your behalf by a third party. [ * * * ] Confidential treatment requested.
Sample 1
Price Audit. Prior to the awarding of the contract the tenderers must furnish all necessary information so that BTC is in a position to investigate the prices offered (Article 88 of the aforementioned royal decree), irrespective of the amount of the contract or the way in which it is awarded.
Sample 1
Price Audit. Upon prior written notice, EMACHINES or its representative may ----------- inspect ODM's relevant records to confirm that EMACHINES is receiving Prices equal to or better than those offered by ODM to other customers pursuant to Section 5.3, and the accuracy of the computation of "cost" pursuant to Section 5.1. The audit shall not be performed more than once per year ("Initial Audit"), [*] Further, audits shall be conducted at a reasonable time and during normal hours of operation. If the audit reveals that ODM has not complied with the terms of Sections 5.1 and 5.3 and there has been an overcharge to EMACHINES, then ODM shall promptly pay such overcharge, without interest, to EMACHINES. If, however, the audit reveals that ODM has not complied with the terms of Sections 5.1 and 5.3 and there has been an undercharge to EMACHINES, then EMACHINES shall promptly pay such undercharge, without interest, to ODM. [*]
Sample 1
Price Audit. Upon prior written notice, EMACHINES or its ----------- representative may inspect ODM's relevant records to confirm that EMACHINES is receiving Prices equal to or better than those offered by ODM to other customers pursuant to Section 5.3, and the accuracy of the computation of "cost" pursuant to Section 5.1. The audit shall not be performed more than once per year ("Initial Audit"), unless an audit reveals non-compliance of Section 5.1 or 5.3 by ODM to EMACHINES of over US$500,000. Further, audits shall be conducted at a reasonable time and during normal hours of operation. If the audit reveals that ODM has not complied with the terms of Sections 5.1 and 5.3 and there has been an overcharge to EMACHINES, then ODM shall promptly pay such overcharge, without interest, to EMACHINES. If, however, the audit reveals that ODM has not complied with the terms of Sections 5.1 and 5.3 and there has been an undercharge to EMACHINES, then EMACHINES shall promptly pay such undercharge, without interest, to ODM. EMACHINES shall bear the cost of the audits; provided, however, that if the overcharge is in excess of US$500,000, then ODM shall reimburse EMACHINES for the reasonable cost of the Initial Audit.
Sample 1
Price Audit. You have the right to an on-site audit of each Distributor’s Prices for all Products once per calendar year, as follows: 16.1. You must notify the Distributor to be audited at least 20 business days in advance of the audit. 16.2. You have the right to check up to 25 line items per audit, and to check one pricing period per item. 16.3. The audit will be limited to Products purchased from the Distributor within the prior 90 days. 16.4. The audit will consist of reviewing computer reports documenting the Cost and the Distributor’s calculation of the invoice Price. If requested, the Distributor will provide the Supplier’s invoices and, where applicable, freight [ * * * ] Confidential treatment requested.
Sample 1
Price Audit. 15.1. You have the right to audit a Distributor’s Prices for Products once per calendar year, at your expense, as follows: 15.2. You must notify the Distributor to be audited at least 20 business days in advance of the audit. 15.3. You have the right to check up to 25 line items per audit, and to check one pricing period per item. 15.4. The audit will be limited to Products purchased from the Distributor within the prior 90 days. 15.5. The audit will consist of reviewing computer reports documenting the Cost and the Distributor’s calculation of the invoice Price. If requested, the Distributor will provide Manufacturers invoices and, where applicable, freight invoices. If any of the documents have been submitted electronically, the Distributor will furnish printouts of the electronic versions. 15.6. The Distributor will provide adequate workspace and have its National Account Manager or Account Executive available for the audit. 15.7. You will not remove any of the Distributor’s documents, or copies, provided for the audit from the Distributor’s premises. 15.8. Reimbursement of overcharges and billing and payment for undercharges identified during the audit will be processed promptly. 15.9. If you request a third party to be present during the audit, the third party will sign a Confidentiality Agreement, in a form reasonably requested by the Distributor. 15.10. Due to the extensive time and complexity associated with an audit, we cannot permit computer generated price matching or electronic price audits by you or on your behalf by a third party. 15.11. In addition, the parties will work together to develop an efficient price verification system that eliminates the need for on site audits.
Sample 1

Related to Price Audit

  • Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.

  • Price Adjustments 17.1 Prices for Goods/Services supplied in terms of this Agreement shall be subject to review as indicated in the Schedule of Requirements/Works Order annexed hereto. 17.2 No less than 2 [two] months prior to any proposed Price adjustment, the Parties shall commence negotiations for Prices for the next period or as otherwise indicated in Schedule 1 hereto. The Parties shall have regard for market-related pricing of equivalent goods, continuous improvement initiatives, costs [including labour, raw materials and transport/delivery], order size and frequency and changes to the specification of the Goods/Services. 17.3 Pursuant to clause 17.2 above, the Supplier/Service Provider shall keep full and accurate records of all costs associated with the supply of the Goods/Services to Transnet, in a form to be approved in writing by Transnet. The Supplier/Service Provider shall produce such records to Transnet for inspection at all reasonable times on request and such records may, at Transnet's option, be audited by Transnet or its designated representatives. 17.4 Should Transnet and the Supplier/Service Provider fail to reach an agreement on Price for the successive period, either Party shall be entitled to submit this matter to dispute resolution in accordance with clause 32 of the Master Agreement [Dispute Resolution]. 17.5 If during the period of this Agreement Transnet can purchase similar Goods/Services of a like quality from another supplier at a total delivered cost to a Transnet facility that is lower than the total delivered cost of the Goods/Services purchased hereunder from the Supplier/Service Provider, Transnet may notify the Supplier/Service Provider of such total delivered cost and the Supplier/Service Provider shall have an opportunity to adjust the Price of the Goods/Services purchased hereunder, on such a basis as to result in the same total delivered cost to Transnet, within 30 [thirty] calendar days of such notice. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from such other supplier in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; (ii) terminate this Agreement without any penalty, liability or further obligation; or (iii) continue purchases under this Agreement. 17.6 If during the period of this Agreement the Supplier/Service Provider sells any materials which are the same as, equivalent to, or substantially similar to the Goods/Services herein, at a total delivered cost to a third party lower than the total delivered cost to a Transnet facility, then the Supplier/Service Provider has an opportunity to adjust its Price for the Goods/Services purchased hereunder within 30 [thirty] calendar days so that the Price is the same or lower than the total delivered cost of such third party. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from any other such supplier, in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; or

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

  • Price and Payment Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged. Subject to clause 4.4 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Where there is an end client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the end client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable Where the Supplier enters into a Sub-Contract, the Supplier shall: pay any valid invoice received from its subcontractor within 30 days following receipt of the relevant invoice payable under the Sub-Contract; and include in that Sub-Contract a provision requiring the counterparty to that Sub-Contract to include in any Sub-Contract which it awards provisions having the same effect as clause 4.6.1 of this Agreement.

  • Purchase Price Allocation (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value. (b) As soon as practicable after each Subsequent Payment Date, Seller shall determine the U.S. Tax Purchase Price and Local Tax Purchase Price and prepare and deliver to Purchaser a proposed allocation of each of the U.S. Tax Purchase Price and Local Tax Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the U.S. Tax Purchase Price” and the “Estimated Allocation of the Local Tax Purchase Price”, respectively, and together the “Estimated Allocation of the U.S.

  • Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

  • Price and Payment Terms 5.1 The purchase price for the Objects of Purchase is stated in the Annex 2 (Price Table) to this Contract (“Purchase Price”). The Purchase Price is stated without value added tax (“VAT”). VAT will be paid in accordance with the applicable legal regulations. 5.2 The Purchase Price cannot be exceeded and includes all costs and expenses of the Seller related to the performance of this Contract. The Purchase Price includes, among others, all expenses related to the handover and acceptance of the Objects of Purchase and execution of Related Activities, costs of copyright, insurance, customs, warranty service and any other costs and expenses connected with the performance of this Contract. 5.3 The Purchase Price for the Objects of Purchase shall be paid on the basis of a tax document – invoice, to the account of the Seller designated in the invoice. The Purchase Price shall be paid after the acceptance of Object(s) of Purchase by the Buyer. The acceptance protocol shall be attached to the invoice. 5.4 The Buyer shall realize payments on the basis of duly issued invoices within 30 days from their receipt (maturity period). The invoice shall be considered to be paid for on the day when the invoiced amount is deducted from the Buyer’s account on behalf of the Seller’s account. To avoid any doubts Parties declare that if on the invoice is stated a maturity period that is shorter than 30 days, then such maturity period may be disregarded by the Buyer. 5.5 The invoice issued by the Seller as a tax document must contain all information required by the applicable laws of the Czech Republic. Invoices issued by the Seller in accordance with this Contract shall contain in particular following information: a) name and registered office of the Buyer, b) tax identification number of the Buyer, c) name and registered office of the Seller, d) tax identification number of the Seller, e) registration number of the tax document, f) scope of the performance (including the reference to this Contract), g) the date of the issue of the tax document, h) the date of the fulfilment of the Contract, i) Purchase Price, j) registration number of this Contract, which the Buyer shall communicate to the Seller based on Seller’s request prior to the issuance of the invoice, k) declaration that the performance of the Contract is for the purposes of a specific project (the number and the title of the project shall be communicated to the Seller based on Seller’s request prior to the issuance of the invoice). 5.6 The Buyer prefers electronic invoicing on the following address: xxxxxxxx@xxx.xx. 5.7 In case that the invoice shall not contain the above mentioned information, the Buyer is entitled to return it to the Seller during its maturity period and this shall not be considered as a default. The new maturity period shall begin from the receipt of the supplemented or corrected invoice to the Buyer.

  • Purchase Price and Payment Terms (a) In consideration of the (i) sale of the Transferred Assets to Purchaser, (ii) termination of the agreements identified on Schedule 2.4 attached hereto (collectively, the “Terminated Agreements”), and (iii) other transactions contemplated hereby (collectively, the “Transactions”), Purchaser has agreed to (A) assume the Assumed Liabilities and (B) make certain purchase price payments to Sellers (collectively, the “Purchase Price Payments”), the aggregate amount of which Purchase Price Payments shall constitute the “Purchase Price” of up to Five Million Eight Hundred Thirty Five Thousand Eight Hundred Twenty Nine Dollars ($5,835,829.00) in the aggregate: (b) The following Purchase Price Payments shall be made by Purchaser to Sellers by bank or cashier’s check or by wire transfer of immediately available funds to an account(s) designated in writing by the Company: (i) at Closing, in consideration of the transfer of the Console and Chiller Units to Purchaser, Purchaser shall pay an amount equal to $25,989 (the “Console and Chiller Unit Payment”) and an amount of $121,772.18 equal to the total of the Company’s price as listed on Schedule 2.1(a)(vii) for the inventory of Sonablate parts (including raw materials) and works in progress transferred to Purchaser listed on Schedule 2.1(a)(vii) (the “Inventory Payment”) and an amount of $179,818.46 for the transfer of the SIHR Information (the “SIHR Payment”, collectively with the Console and Chiller Unit Payment and the Inventory Payment, the “Closing Payment”); (ii) within six (6) months of the date hereof, in consideration of the transfer at Closing of the (A) Sonablate® 500 Machines to Purchaser, Purchaser shall pay an amount equal to $465,000 (representing $155,000 multiplied by the three purchased Sonablate® 500 Machines) and (B) Additional Sonablate® 500 Machines to Purchaser, Purchaser shall pay an amount equal to $0 (representing the Company’s documented purchase cost for such machines multiplied by zero Additional Sonablate 500 Machines); (iii) within 90 days after December 31, 2010, Purchaser shall make a Purchase Price Payment, accompanied by reasonably supporting documentation, in an amount equal to seven percent (7%) of the gross revenues received by Purchaser during the period between the Closing and December 31, 2010, arising directly from the exercise by Purchaser and its Affiliates of the rights held by the Company immediately prior to the Closing (I) under the Distributorship Agreement in the Territory and (II) worldwide under the HIFU Licensed Rights, such Purchase Price Payment, the “Initial 2010 Gross Revenue Purchase Price Payment” (the business of Purchaser and its Affiliates described in (I) and (II) above is referred to as the “Applicable Business”); (iv) commencing 90 days after each December 31st beginning December 31, 2011, instead of the payment described in subsection (iii) above, Purchaser shall make a Purchase Price Payment, accompanied by reasonably supporting documentation, in an amount equal to the greater of (A) Two Hundred Fifty Thousand Dollars ($250,000.00) or (B) seven percent (7%) of the gross revenues received by Purchaser during the calendar year immediately preceding such payment date arising directly from the exercise by Purchaser and its Affiliates of the rights held by the Company immediately prior to the Closing from the Applicable Business (such payments, the “Additional Initial Gross Revenue Purchase Price Payments”, and together with the Initial 2010 Gross Revenue Purchase Price Payment, collectively, the “Initial Gross Revenue Purchase Price Payments”) until the aggregate Initial Gross Revenue Purchase Price Payments total Three Million Dollars ($3,000,000.00); (v) commencing at such time as the Initial Gross Revenue Purchase Price Payments total Three Million Dollars ($3,000,000.00) in the aggregate, Purchaser’s annual Purchase Price Payment shall thereafter be an amount equal to the greater of (A) Two Hundred Fifty Thousand Dollars ($250,000.00) or (B) five percent (5%) of the gross revenues received by Purchaser during the twelve-month period preceding such payment date from the Applicable Business (each such additional Purchase Price Payment, an “Additional Gross Revenue Purchase Price Payment”), until such aggregate Additional Gross Revenue Purchase Price Payments total Five Million Eight Hundred Thirty Five Thousand Eight Hundred Twenty Nine Dollars ($5,835,829.00); and (vi) costs incurred by Purchaser to perform any extended warranty obligations listed on Schedule 3.13 shall be credited toward the Initial Gross Revenue Purchase Price Payments and the Additional Gross Revenue Purchase Price Payments for each calendar year immediately preceding each annual payment date. For purposes of clarification, if during any calendar year following the Closing Date the aggregate amount which Sellers have earned under subsections (iii) and (iv) above equals Three Million Dollars ($3,000,000.00), then the payment which may be earned during the remainder of such year and thereafter shall instead be determined under subsection (v) above. Notwithstanding anything contained herein to the contrary, at such time as the Purchase Price Payments total Five Million Eight Hundred Thirty Five Thousand Eight Hundred Twenty Nine Dollars ($5,835,829.00) in the aggregate, Purchaser shall have no further obligations under this Agreement to make any additional Purchase Price Payments for the Transferred Assets. Sellers have the right to conduct an audit, no more than once annually, of the gross revenues of the Applicable Business upon which Purchaser calculated the Initial Gross Revenue Purchase Price Payment pursuant to Section 2.4(b)(iii) and the Additional Gross Revenue Purchase Price Payment pursuant to Section 2.4(b)(iv) paid in a given year (collectively, the “Payments”), by reviewing documentation produced by Purchaser at Purchaser’s place of business during regular business hours. Sellers will pay all audit costs and expenses unless documentation from the audit shows a discrepancy in gross revenues of the Applicable Business that cause the amount of the Payments due to Sellers to be 5% greater than the actual Payments made to Sellers (a “Payment Variance”), in which case Purchaser shall pay the audit costs and expenses. In the event of a Payment Variance, Purchaser will calculate the difference of the Payments actually paid compared to the amount the Payments that would have been paid had the gross revenues determined by the audit been used to calculate such Payments and pay Sellers the amount of that difference within 30 days after it is determined by Purchaser. Additionally, if the amount of Payments paid to Sellers was greater than was required by the terms of this Agreement, Purchaser will give Sellers written notice and deduct the amount of the overpayment from the next Payments made by Purchaser.

  • Purchase Price Adjustment (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Most Referenced Clauses

Most Referenced Definitions