Examples of Brand Amount in a sentence
Such audit shall be at Vestible’s sole cost and expense and shall not cover any period greater than the current year and previous two (2) calendar years at the time of such audit, provided that, if an audit reveals an underpayment of the Brand Amount by greater than five percent (5%) for the period being audited, then Participant shall reimburse Vestible for its reasonable and documented audit costs.
Participant will, as applicable, at the request of Vestible, execute and deliver to Vestible all such documents as Vestible may from time to time deem reasonably necessary or desirable to effectuate assignment of, and for Vestible to receive all installment payments of, the Brand Amount and otherwise effectuate the purposes of this Agreement.
Vestible will indemnify Participant for and hold it harmless from and against any taxes of Vestible which may be sought against, imposed upon or suffered by Participant or which Participant may incur as a result of Participant’s failure to deduct and withhold such taxes from any installment payment of the Brand Amount to be delivered under this Agreement.
Commencing upon the Effective Date and continuing through the date that is twelve (12) months after termination of this Agreement (“Audit Period”), Vestible or its authorized representatives shall have the right to inspect and make copies of the books and records of Participant (and its Affiliates) relating to the Brand Income Contracts, the Brand Income, and Brand Amount.
To secure Vestible’s right to receive the payment equal to the Brand Amount, to the maximum extent permitted under applicable law in effect from time to time, Participant hereby assigns (as and when earned), or will assign when Participant has an assignable interest in any future Brand Amounts, to Vestible, all right, title and interest in and to the Brand Amount.
To the extent that direct payment from the source of the Brand Amount to Vestible is not commercially practical, without unreasonable burden on Participant, or any assignment of the Brand Amount is deemed invalid or not enforceable, then Participant shall comply with paragraph (ii) below and use commercially reasonable efforts to set up automated payments of installments of the Brand Amount through Participant’s banking relationships.
Participant shall be entitled to deduct and withhold any amounts required by applicable law to be deducted and withheld from any installment payment of the Brand Amount.
Except as otherwise approved by Vestible in writing, each installment payment of the Brand Amount shall be made via wire transfer pursuant to the wire transfer instructions provided by Vestible to Participant in writing, as may be updated by Vestible from time to time; provided, however, that to the extent that any individual installment payment of the Brand Amount is less than $500, such amount may be paid via check.
Participant shall deliver an irrevocable payment instruction in the form attached as Exhibit C to the Agreement to each payor of Brand Income (other than Nonrecurring Brand Income), and otherwise use commercially reasonable efforts to ensure that the Brand Amount is assigned to Vestible and delivered directly to Vestible from each such payor of Brand Income.
Participant shall deliver an irrevocable payment instruction in the form attached as Exhibit C to the Agreement to each payor of Brand Income (other than Nonrecurring Brand Income), and otherwise use commercially reasonable efforts to ensure that the Brand Amount is assigned to Vestible and tdelivered directly to Vestible from each such payor of Brand Income.