Records of Net Sales Sample Clauses

Records of Net Sales. FALK and its Affiliates shall keep full, true and accurate books of xxxxunt containing all particulars that may be necessary for the purpose of calculating all royalties payable to ALTUS. Such books of accounts shall be kept at their principal place of business. ALTUS or its authorized independent public accountant shall have the right to perform an audit, conducted in accordance with German GAAP, of such books and records of FALK and its Affiliates that are necessary to report on Net Sales of xxx Licensed Product for the period or periods requested by ALTUS and the correctness of any report or payments made under this Agreement. Upon timely request and at least [*****************] prior written notice from ALTUS, such audit shall be conducted during FALK's regular business hours in such a manner as to not unnecessarixx xxxerfere with FALK's normal business activities, and shall be limited to results ix xxx [*******************] prior to audit notification. Such audit shall not be performed more frequently than [********************] nor more frequently than [***] with respect to records covering any specific period of time. All information, data documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as FALK Confidential Information subject to the obligations of this Agrxxxxnt and need neither be retained more than [************] after completion of an audit hereof, if an audit has been requested; nor more than [*********] from the end of the calendar year to which each shall pertain; nor more than [***********] after the date of expiration or termination of this Agreement. If the audit reveals an underpayment, FALK shall promptly make up such underpayment with interest, to the xxxxnt permitted by applicable law, with such interest payment calculated for each month during the delinquent period at the Prime rate applicable on the last day of such month as reported in the Wall Street Journal from time to time, plus, at ALTUS' option, an additional [*********], calculated on the number of days such underpayment amount is overdue. If the audit reveals that the royalties owed by FALK to ALTUS for the countries specifically requested and for any cxxxxdar year in total have been understated by more than [*************], FALK shall, in addition, pay the reasonable costs of such audit work. Xxe failure of ALTUS to request verification of any royalty calculatio...
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Records of Net Sales. Each of Corixa and GenQuest shall maintain complete and accurate records of Net Sales which are relevant to the payments to be made under this Agreement. Such records shall be open during reasonable business hours for a period of five (5) years from their creation for examination at the other party's expense and not more often than once each year by a certified public accountant selected by the examining party and reasonably acceptable to the party maintaining the records. Such accountant shall review the records for the sole purpose of verifying the accuracy of the calculations or payments made under this Agreement and such information shall be considered confidential under the terms of this Agreement. In the event the examination shows an underpayment of more than [***] for any calendar quarter examined due to an error on the part of the record-keeping party, such party shall pay the examining party the amounts underpaid, [***] of such amounts, and the cost of such examination.
Sample 1Sample 2
Records of Net Sales. With effect from the Amendment No.1 Effective Date, Article 7 of the Agreement is hereby further amended by inserting “and 7.8A” immediately after “7.8” in Section 7.9.
Sample 1
Records of Net Sales. Licensee shall maintain complete and accurate records which are relevant to Net Sales under this Agreement and, upon the written request of Schering with at least ten (10) Business Days’ notice, Licensee shall permit an independent certified public accounting firm of internationally recognized standing selected by Schering and consented to by Licensee, to have access to such records during reasonable business hours for any Royalty Year ending not more than three (3) full Years prior to the date of such request for examination at Schering’s expense and not more often than once each Year, for the sole purpose of verifying for Schering the correctness of calculations under this Agreement. Schering shall bear its own costs related to such audit; provided, that for any underpayments of royalties by Licensee in an amount greater than five percent (5%) of the royalties owed in the aggregate by Licensee for the applicable period or periods being examined, Licensee shall pay Schering the amount of underpayment, interest on the amount of the underpayment as provided for in Section 9.2 from the time the royalty was due and the reasonable out-of-pocket costs of such accounting firm. For any underpayments of royalties by Licensee in an amount less than five percent (5%) of the royalties owed in the aggregate by Licensee for the applicable period or periods being examined under this Section 8.2, Licensee shall pay Schering the amount of such underpayment. Any overpayments by Licensee will, at Licensee’s option, be refunded to Licensee or credited to future royalties. The accounting firm shall disclose to Schering only whether the reports are correct or incorrect and the specific details concerning any discrepancies. Any records or accounting information received from Licensee shall be confidential information solely for the purpose of Section 8.1. Results of any such audit shall be provided to both Parties and shall be considered Confidential Information as defined in Section 13.1. Upon the expiration of twenty-four (24) months following the end of any Royalty Year the calculation of royalties for such Royalty Year shall be binding and conclusive upon Schering, and Licensee shall be released from any liability or accountability with respect to royalties for such Royalty Year.
Sample 1
Records of Net Sales. 15 9.3 Payments........................................... 15 Article 10 B&L's Exclusivity Obligations...................... 15
Sample 1
Records of Net Sales. Each party shall keep and cause its Affiliates and permitted sublicensees to keep, true and accurate records and books of account containing data reasonably required for the computation and verification of payments to be made as provided by this Agreement, which records and books shall be open for inspection upon reasonable notice during business hours by either the other party's auditor(s) or an independent certified accountant selected by such party, except one to whom the party whose records are being inspected has a reasonable objection, for the purpose of verifying the amount of payments due and payable. Such auditor(s) or independent certified accountant shall keep confidential (under written obligation of confidentiality reasonably acceptable to the other party) any information obtained during such examination and shall report to the party auditing such records only that information required to be provided hereunder. Said right of inspection may be exercised not more than once in any calendar year, but will exist for three (3) years from the date of origination of any such record, and this requirement and right of inspection shall survive any termination of this Agreement. The inspecting party shall be responsible for all expenses of its auditor(s) or independent accountants associated with such inspection. However, in the event that such inspection reveals an underpayment of amounts due hereunder in excess of ten percent (10%), then said inspection shall be at the expense of the party whose records are being inspected and the amount of such underpayment shall bear interest at the rate of ten percent (10%) annually, commencing on the date the obligation to pay such underpayment initially accrued hereunder. If such inspection reveals an overpayment hereunder, the parties shall credit such overpayment against the next payment due hereunder.
Sample 1
Records of Net Sales. Each Party shall keep complete and correct records of its Net Sales and the Net Sales of its associated Selling Parties and shall provide to the other Party on a quarterly basis a summary report indicating all Net Sales giving rise to royalties payable to the other Party on a product-by-product and country-by-country basis for the preceding quarter. Quarterly royalty payments under this Agreement shall be calculated at the royalty rates set out in Sections 7.6m 7.7 and 7.8 or Article 13 and 3, as applicable, save that the royalty rate(s) applicable to the whole or any portions of any quarterly royalty payment shall be calculated by adding together on a product-by-product basis all Net Sales made by a Party and its associated Selling Parties so far during that calendar year. Such quarterly payments shall be due and payable within *** after March 31, June 30, September 30 and December 31 of each calendar year. Exchange rates applicable for the calculation of quarterly royalty payments shall be based on ***. For the avoidance of doubt, only one (1) royalty shall be payable on the Net Sales of any item of Licensed Product, Niche Candidate or Residual Product, irrespective of (a) the number of indications for which such Licensed Product, Niche Candidate or Residual Product, or any combination thereof, is sold or used, or (b) the number of Valid Claims that cover such Licensed Product, Niche Candidate or Residual Product, and shall end all further payment obligations to the licensor Party in respect of the commercial exploitation of such item, including any obligation of any end user or other Person to whom or which such item is sold.
Sample 1
AutoNDA by SimpleDocs
Records of Net Sales. COR party will maintain complete and accurate records of Net Sales which are relevant to payments to be made under this Agreement and such records shall be open during reasonable business hours for a period of [**] years from creation of individual records for examination at Kyowa Hakko's expense and not more often than once each year by a certified public accountant selected by Kyowa Hakko and acceptable to COR for the sole purpose of verifying for Kyowa Hakko the correctness of calculations or payments made under this Agreement.
Sample 1
Records of Net Sales. The Distributor shall keep and cause its Affiliates to keep, true and accurate records and books of account containing data reasonably required for the computation and verification of payments to be made as provided by this Agreement. The records and books shall be open for inspection during business hours upon reasonable notice by the Company or an independent certified accountant selected by the Company for the purpose of verifying the amount of payments due and payable. Said right of inspection may be exercised not more than once in any calendar year, but will exist for five (5) years from the date of origination of any such record, and this requirement and right of inspection shall survive any termination of this Agreement. The Company shall be responsible for all of its expenses or its independent accountants associated with such inspection. However, in the event that such inspection reveals an underpayment of amounts due hereunder in excess of ten percent (10%), then said inspection shall be at the expense of the Distributor and the amount of such underpayment shall bear interest at the rate of one and one-half percent (1.5%) per month, commencing on the date the obligation to pay such underpayment initially accrued hereunder. If such inspection reveals an overpayment hereunder, the Company shall credit such overpayment against the next payment due hereunder.
Sample 1

Related to Records of Net Sales

  • Books, Records and Tax Returns (Check One) ☐ - SINGLE-MEMBER: The Company shall maintain complete and accurate books and records of the Company's business and affairs as required by the Statutes and such books and records shall be kept at the Company's Registered Office and shall in all respects be independent of the books, records and transactions of the Member. The Company's fiscal year shall be the calendar year with an ending month of December. The Member intends that the Company, as a single member LLC, shall be taxed as a sole proprietorship in accordance with the provisions of the Internal Revenue Code. Any provisions herein that may cause may cause the Company not to be taxed as a sole proprietorship shall be inoperative.

  • Books, Records and Regulatory Filings (a) The Sub-Adviser agrees to maintain and to preserve for the applicable periods any such records as are required to be maintained by the Sub-Adviser with respect to the Fund by the 1940 Act and rules adopted thereunder, and by any other applicable laws, rules and regulations. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records upon request; provided, however, that the Sub-Adviser may retain copies of such records for the applicable periods they are required by law to be retained, and thereafter shall destroy such records. (b) The Sub-Adviser agrees that it shall furnish to regulatory authorities having the requisite authority any information or reports in connection with its services hereunder that may be requested in order to determine whether the operations of the Fund are being conducted in accordance with applicable laws, rules and regulations. (c) The Sub-Adviser shall make all filings with the SEC required of it pursuant to Section 13 of the 1934 Act with respect to its duties as are set forth herein. The Sub-Adviser also shall make all required filings on Schedule 13D or 13G and Form 13F (as well as other filings triggered by ownership in securities under other applicable laws, rules and regulations) in respect of the Portfolio as may be required of the Fund due to the activities of the Sub-Adviser. The Sub-Adviser shall be the sole filer of Form 13F with respect to the Portfolio of the Fund.

  • Books Records and Reports The Contractor shall establish and maintain accounts and other books and records 7 pertaining to administration of the terms and conditions of this Settlement Contract, including: 8 the Contractor's financial transactions, water supply data, and Project land and right-of-way 9 agreements; the water users' land-use (crop census), land ownership, land-leasing and water use 10 data; and other matters that the Contracting Officer may require. Reports thereon shall be 11 furnished to the Contracting Officer in such form and on such date or dates as the Contracting 12 Officer may require. Subject to applicable Federal laws and regulations, each party to this 13 Settlement Contract shall have the right during office hours to examine and make copies of each 14 other’s books and official records relating to matters covered by this Settlement Contract.

  • Records; Visits The books and records pertaining to the Fund, which are in the possession or under the control of PFPC, shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person, at the Fund's expense.

  • Offices, Records and Books of Account, Etc The Seller (i) shall keep its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i) of Exhibit III or, upon at least 30 days’ prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information necessary for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

  • Books and Records; Audits (i) Contractor shall maintain complete and accurate accounting records, and shall retain such records for a period of three (3) years following the date of the invoice to which they relate. (ii) Company (and its duly authorized representatives) shall be entitled to (a) audit such books and records as they relate to the Services performed hereunder, upon reasonable notice to Contractor and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts paid by Company to Contractor for any period under audit (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company in respect of the applicable period under audit, Contractor shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s expense, Contractor’s books and records for any and all past years (since the commencement of this Agreement). (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractor’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereof.

  • Books Records Accounting and Reports Section 8.1 Records and Accounting 60 Section 8.2 Fiscal Year 60 Section 8.3 Reports 60

  • Records, Audits and Reports The Company shall maintain at its principal office the Company’s records and accounts of all operations and expenditures of the Company including the following: 9.1 A current list in alphabetical order of the full name and last known business or resident address of the Member, together with the Capital Contribution and the share in profits and losses of the Member; 9.2 A copy of the Certificate of Formation and all amendments thereto, together with any powers of attorney pursuant to which the Certificate of Formation or any amendments thereto were executed; 9.3 Copies of the Company’s Federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years; 9.4 Copies of this Agreement and any amendments thereto together with any powers of attorney pursuant to which any written accounting or any amendments thereto were executed; 9.5 Copies of any financial statements of the Company, if any, for the six most recent years; and 9.6 The Company’s books and records as they relate to the internal affairs of the Company for at least the current and past four fiscal years.

  • Books Records and Accounting The General Partner shall keep or cause to be kept at the registered office of the Partnership appropriate books and records with respect to the Partnership’s activities and affairs. Any books and records maintained by or on behalf of the Partnership in the regular course of its activities and undertakings, including the record of the Record Holders, books of account and records of Partnership proceedings, may be kept on information storage devices, provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with IFRS-IASB. In accordance with Bermuda Law, the records of account and registers will be kept available for inspection by any Limited Partner or its duly authorized representatives during regular business hours at the registered office of the Partnership. Limited Partners shall not have access to any information of the Partnership contained in its books and records which the General Partner is required by legal or contractual restriction to keep confidential or which, in the opinion of the General Partner, acting reasonably, should be kept confidential in the interests of the Partnership or may be kept confidential as provided in this Agreement, and each Limited Partner hereby waives any right to greater access to the books and records of the Partnership than is permitted herein, to the greatest extent permitted by Law.

  • Books and Records Reports (a) The Trustees shall keep a certified copy or duplicate original of this Trust Agreement on file at the office of the Trust and the office of the Administrator available for inspection at all reasonable times during its usual business hours by any Holder. The Trustees shall keep proper books of record and account for all the transactions under this Trust Agreement at the office of the Trust and the office of the Administrator, and such books and records shall be open to inspection by any Holder at all reasonable times during usual business hours. The Trustees shall retain all books and records in compliance with Section 31 of the Investment Company Act and the rules and regulations thereunder. (b) With each payment to Holders the Paying Agent shall set forth, either in the instruments by means of which payment is made or in a separate statement, the amount being paid from the Trust Account expressed as a dollar amount per STRYPES and the other information required under Section 19 of the Investment Company Act and the rules and regulations thereunder. The Trustees shall prepare and file or distribute reports as required by Section 30 of the Investment Company Act and the rules and regulations thereunder. The Trustees shall prepare and file such reports as may from time to time be required to be filed or distributed to Holders under any applicable state or Federal statute or rule or regulation thereunder, and shall file such tax returns as may from time to time be required under any applicable state or Federal statute or rule or regulation thereunder. One of the Trustees shall be designated by resolution of the Trustees to make the filings and give the notices required by Rule 17g-1 under the Investment Company Act. (c) In calculating the net asset value of the Trust as required by the Investment Company Act, (i) the U.S. Treasury Securities will be valued at the mean between the last current bid and asked prices or, if quotations are not available, as determined in good faith by the Trustees, (ii) short-term investments having a maturity of 60 days or less will be valued at cost with accrued interest or discount earned included in interest receivable and (iii) the Contract will be valued at the mean of the bid prices received by the Administrator from at least three independent broker-dealer firms unaffiliated with the Trust to be named by the Trustees who are in the business of making bids on financial instruments similar to the Contract and with terms comparable thereto.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!