Payments and Reports All payments and reports due hereunder shall be made on or before the day such payments and reports are due. Nothing in this paragraph shall be construed to extend the expiration of the primary term hereof. Oil royalty payments and supporting documents shall be submitted prior to the last day of the month following each month's sale of production, and gas royalty payments and supporting documents shall be submitted prior to the last day of the second month following each month's sale of production. All payments shall be made by cash, check, certified check, or money order. Payment having restrictions, qualifications, or encumbrances of any kind whatsoever shall not be accepted by Lessor. A penalty for a late payment shall be charged as set forth in the PENALTIES paragraph herein.
STATEMENTS AND REPORTS Section 4.01 Distributions................................................. Section 4.02
Inspection and Reporting Each Grantor shall permit the Collateral Agent, or any agent or representatives thereof or such attorneys, accountant or other professionals or other Persons as the Collateral Agent may designate (at Grantors’ sole cost and expense) (i) to examine and make copies of and abstracts from any Grantor’s Records and books of account, (ii) to visit and inspect its properties, (iii) to verify materials, leases, Instruments, Accounts, Inventory and other assets of any Grantor from time to time, and (iv) to conduct audits, physical counts, appraisals, valuations and/or examinations at the locations of any Grantor. Each Grantor shall also permit the Collateral Agent, or any agent or representatives thereof or such attorneys, accountants or other professionals or other Persons as the Collateral Agent may designate to discuss such Grantor’s affairs, finances and accounts with any of its directors, officers, managerial employees, attorneys, independent accountants or any of its other representatives. Without limiting the foregoing, the Collateral Agent may, at any time, in the Collateral Agent’s own name, in the name of a nominee of the Collateral Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of such Grantor, parties to contracts with such Grantor and/or obligors in respect of Instruments or Pledged Debt of such Grantor to verify with such Persons, to the Collateral Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Pledged Debt, Chattel Paper, payment intangibles and/or other receivables.
Records and Reporting (a) The Purchaser shall deliver, on an annual basis, on the Earn-Out Payment Report Delivery Date, a report no later than [**] after December 31 in any calendar year to the Vendors’ Delegate on progress made towards achieving the Earn-Out Milestones, in a form agreed to between the Parties prior to Closing, acting reasonably. (b) The Purchaser shall cause the Corporation to keep true and accurate financial records and accounts containing all information used by the Purchaser to determine the Contingent Consideration and any information reasonably required to determine and verify whether Earn-Out Payments and/or Royalties are payable by the Purchaser and with respect to the information set out in Section 2.8.4(c) (the “Records”). The Records shall be maintained in accordance with IFRS. (c) The Purchaser shall cause the Corporation to maintain the Records for the longer of: (a) [**] from the end of the Earn-Out Period; and (b) the number of years required pursuant to applicable Law. (d) Not limiting the generality of Section 2.8.4(a), the Records will include details of: (i) the development, manufacture, commercialization and sale of ARTMS Products; and (ii) the price at which ARTMS Products are sold and permitted allowances when calculating Net Sales. (e) The Vendors’ Delegate may audit the Records at the Corporation’s premises (or at the premises of the Purchaser or its Affiliates if the Records are stored other than at the Corporation’s premises) throughout the Earn-Out Period, and for any period thereafter until the final Royalty is paid in full, up to [**], or more frequently if the Vendors’ Delegate has a reasonable basis to believe that a material error has occurred. The audit may be implemented either via internal financial experts selected by the Vendors’ Delegate or via an independent certified public accountant selected by the Vendors’ Delegate and which is reasonably acceptable to the Purchaser. The Vendors’ Delegate will provide advance written notice of at least [**] for any audit, and such audit will be conducted within ordinary business hours in a way to minimize business disruption. If required by the Purchaser, any independent certified public accountant third party auditor will be required to sign a confidentiality agreement reasonably acceptable to the Purchaser in advance of the audit protecting the confidential information of the Corporation, but such confidentiality shall not prevent such auditor from sharing its findings with the Vendors’ Delegate or the use of those findings in any dispute conducted pursuant to Section 7.11.3. The Purchaser will cause the Corporation to provide all reasonable assistance, within a reasonable time frame, to support the inspection or audit, including allowing the auditor to access Records (including facilitating electronic access where requested by the Vendors’ Delegate) and take copies of Records on a confidential basis. Subject to the foregoing, any non-public information provided or made available to such auditor by the Corporation as part of any such audit shall constitute confidential information of the Purchaser. (f) The Parties will each bear their own costs of the annual audit unless such audit identifies a material error in excess of the materiality threshold of [**] dollars ($[**]). The Purchaser will have an opportunity to review and respond to determine if the error can be validated, and if agreed upon or determined to have occurred pursuant to Section 7.11.3, then the Purchaser will cause the Corporation to remedy the error and the Purchaser will, or will cause the Corporation to, bear and reimburse the reasonable third-party substantiated audit costs. If the Parties are unable to agree to the error, then the matter will be subject to the dispute resolution process set out in Section 7.11.3.