REPORTS AND DISPUTES. (a) The Company shall within thirty business days after the Closing Date deliver to each Shareholder a schedule setting forth the computation of any reduction and a copy of the financial information used in making such computation. The Company's computation of any reduction under this Section 3 shall be conclusive and binding upon the parties hereto unless, within thirty business days following the Shareholders' receipt of the aforedescribed payment and information, Shareholders who formerly held at least of a majority of the Company Stock notify LVCI in writing (the "Shareholders' Notice") that they disagree with the Company's computation of the reduction. Such notice by the Shareholders shall include a schedule setting forth the Shareholders' computation of the reduction, together with a copy of any financial information, other than that previously supplied by the Company to the Shareholders, used in making the Shareholders' computation.
REPORTS AND DISPUTES. (a) For purposes of calculating the Contingent Payments: (i) within 60 days after the Closing Date, Sellers shall deliver to Buyer a Statement of Revenues of Subsidiary for the period of January 1, 2003 through the Closing Date, and (ii) at least 20 Business Days before a Contingent Payment is due, Buyer shall deliver to Subsidiary an audited Statement of Revenues of Acquisition Sub (the statements delivered pursuant to clauses (i) and (ii) being called the "Revenues Statements"). The Revenues Statements shall set forth the Net Sales, Gross Margins and the Proprietary Sales for the period to which the Revenues Statements relate, together with such detailed information as is reasonably relevant to understand the basis for the computation of the Net Sales, Gross Margins and Proprietary Sales and the amount of the payment, if any, of a Contingent Payment for the applicable period.
REPORTS AND DISPUTES. (a) In connection with the making of each payment by LVCI and the Company to the Shareholders under this Section 3, the Company shall deliver to each Shareholder entitled to Contingent Consideration at the time of such payment a schedule setting forth the computation of the Contingent Consideration and a copy of the financial information used in making such computation and such other information as the Shareholders may reasonably request to verify the accuracy of the Company's computation. The Company's computation of any payment under this Section 3 shall be conclusive and binding upon the parties hereto unless, within thirty business days following a Shareholder's receipt of the aforedescribed payment and information, such Shareholder notifies LVCI in writing (the "Shareholder's Notice") that it disagrees with the Company's computation of the Contingent Consideration. Such notice by a Shareholder shall include a schedule setting forth the Shareholder's computation of the Contingent Consideration, together with a copy of any financial information, other than that previously supplied by the Company to the Shareholders, used in making the Shareholder's computation.
REPORTS AND DISPUTES. (a) Not later than fifteen (15) days following the end of each calendar month, Digi shall deliver to Securityholder Agent (as defined in Section 4.5(h)) monthly income statements setting forth the results of operations for Surviving Corporation for the applicable monthly period and for the cumulative period from the beginning of the fiscal year through the end of such month, all prepared in accordance with GAAP on a basis consistently applied by Digi for all of its business units (the "Monthly Statements"). The Monthly Statements shall contain such detailed information as can be generated by Digi's accounting software and as may be reasonably requested by the Securityholder Agent from time to time and shall set forth, at a minimum, the Revenue to be recognized for the applicable periods by SKU and by customer and the cost of goods and operating expenses together with any adjustments to such income statement in accordance with Sections 4.4(f)(i) - (v)
