Records Reports and Payments Sample Clauses
The "Records, Reports and Payments" clause establishes the obligations of a party to maintain accurate records, provide regular reports, and make timely payments as required under the agreement. Typically, this clause outlines the types of records that must be kept, such as financial statements or transaction logs, and specifies the frequency and format of reports to be submitted to the other party. It may also detail the procedures and deadlines for making payments, ensuring that all financial and operational information is transparent and verifiable. The core function of this clause is to promote accountability and transparency between the parties, reducing the risk of disputes related to financial transactions or performance under the contract.
Records Reports and Payments. 8.1 Licensee shall keep records and books of account in respect of all Licensed Products and conduct of services made and sold by Licensee or Related Companies under this Agreement and of royalties or other revenues Licensee receives from Sublicensees other than Related Companies for the sale of Licensed Products and Licensed Services. Caltech shall have the right, during business hours, no more often than annually, to examine, or to have its designated auditors examine, such records and books provided Caltech gives Licensee five (5) business days notice. Licensee shall keep the same for at least three (3) years after it pays Caltech the royalties due for such Licensed Products and require Related Companies to do the same. Caltech shall not disclose to any third party any confidential information learned through an examination of such records and books, nor shall Caltech use any such information for any purpose other than determining and enforcing its rights under this Agreement.
8.2 On or before the last day of each February and August for so long as royalties are payable under this Agreement, Licensee shall render to Caltech a report in writing, setting forth the number of units of Licensed Products manufactured and the number of units sold or services delivered during the preceding semiannual period by Licensee and Related Companies, and the royalties or other revenues Licensee received from Sublicensees other than Related Companies during the preceding semiannual period for the sale of Licensed Products. Each such report shall also set forth an explanation of the calculation of the royalties payable hereunder and be accompanied by payment of the royalties shown by said report to be due Caltech. Notwithstanding foregoing, if (a) Caltech materially breaches this Agreement, and (b) Licensee gives Caltech written notice of the breach, and (c) Caltech has not cured the breach by the time a payment is due under this Paragraph, then Licensee may make the required payment into an interest bearing escrow account to be released when the breach is cured, less any damages that may be payable to Licensee by virtue of Caltech's breach.
Records Reports and Payments. 8.1 The Company will keep and maintain, and will require any and all of its Affiliates and sublicensees to keep and maintain, complete, accurate, and correct records and books relating to the sale or lease of the Licensed Products for four (4) years following the end of the calendar year to which such records and books pertain.
8.2 The Company will render to WFUHS calendar quarter reports for each calendar quarter during the term hereof. Within thirty (30) days following (i) each such calendar quarter and (ii) expiration of the sixty (60) day period of permissible sales of inventory following termination of this license under Section 10.5, if applicable, the Company will provide to WFUHS a written report setting forth the following information with respect to the immediately preceding calendar quarter or sixty (60) day period, as applicable:
(i) an accounting for all Licensed Products sold, distributed or used;
(ii) gross receipts from the sale of Licensed Products;
(iii) any applicable reductions calculated as provided in the definition of “Net Sales” hereunder;
(iv) total Net Sales;
(v) total of all milestone payments due and payable to WFUHS; and
(vi) total royalties, sublicense revenues, milestone payments and any and all other payments under this Agreement then due. The Company will remit to WFUHS with each such report the amount of royalty and other payments shown thereby to be due. If no sales of Licensed Products were made during any calendar quarter, the Company will provide to WFUHS a statement to that effect.
8.3 The books and records of account relating to sales of Licensed Products kept by the Company shall be made available upon reasonable notice, during normal business hours for examination by an auditor chosen by WFUHS and reasonably acceptable to the Company, who will be permitted to enter upon the premises of the Company and, at WFUHS’s expense, make and retain copies of any and all parts of said books and records of account, including invoices that are relevant to any report required to be rendered by the Company. Any amount determined owed but not paid will be paid promptly to WFUHS with interest accruing from the date finally determined at the rate of [********] per year. In the event any such audit shows that the Company has underpaid its royalty obligation hereunder by [********] or more during any calendar quarter, the Company will reimburse WFUHS for the out-of-pocket expenses actually incurred for such audit. WFUHS may conduct no ...
Records Reports and Payments. 5.1. ▇▇▇▇▇▇ shall keep complete and accurate records and books of account containing all particulars and reasonable supporting documentation concerning all Licensed Products made, imported, used, offered for sale, sold or otherwise distributed by ▇▇▇▇▇▇ or Related Companies under thin Agreement, the Gross Invoice Amount for Licensed Products and the calculation of amounts payable under this Agreement. ▇▇▇▇▇▇ shall retain such records and books for at least three (3) years after ▇▇▇▇▇▇ pays Photobit the applicable royalties. ▇▇▇▇▇▇ shall require Related Companies to maintain such records and books as are necessary for ▇▇▇▇▇▇ to comply with the foregoing obligations. During such three (3) year period, within a reasonable time after receipt of notice from Photobit, ▇▇▇▇▇▇ shall allow a certified public accountant selected by Photobit and acceptable to ▇▇▇▇▇▇ to examine during business hours, no more often than annually, any such records and books. Photobit shall neither use nor disclose to any third party except Cal Tech any confidential information learned through an examination of such records and books for any purpose other than determining and enforcing Photobit's rights under this Agreement.
5.2. On or before the last day of each February, May, August and November for so long as royalties are payable under this Agreement, ▇▇▇▇▇▇ shall render to Photobit a report in writing, setting forth by model the number of units of Licensed Products manufactured and the number of units distributed during the preceding calendar quarter by ▇▇▇▇▇▇ and Related Companies and the Gross Invoice Amount for Licensed Products. Each such reports shall also set forth an explanation of the calculation of the royalties payable hereunder and be accompanied by payment of the royalties shown by said report to be due to Photobit.
5.3. If ▇▇▇▇▇▇ fails to make any payment required under this Agreement when due, ▇▇▇▇▇▇ shall pay interest on such amount at an annual rate equal to the lowest prime or base rate as published by The Wall Street Journal on or nearest to the date on which the payment is due plus four percent (4%), which interest shall accrue from the date the payment is due until the date such payment is made in full. If such rate exceeds the rate allowed by applicable law, then the highest rate allowed by law shall apply.
Records Reports and Payments. 14. CMS shall keep records and books of account in respect of all Licensed Products made and sold by CMS under this agreement, and CMS shall require the same in respect to sales by its distributors, agents, and related companies. CALTECH shall have the right at its expense, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. during business hours, to examine, or to have its designated auditors examine, such records and books of account, and CMS shall keep the same for at least three years after it pays CALTECH the royalties due for such Licensed Products and require Related Buyers to do the same.
15. On or before the forty-fifth day after the close of each calendar quarter after the first commercial sale, CMS shall render to CALTECH a report in writing, setting forth the number of units of Licensed Products manufactured and the number of units sold during the preceding calendar quarter by CMS and its distributors, agents and related companies, and also setting forth all information necessary to determine the royalties payable hereunder, such report to be accompanied by payment of the royalties shown by said report to be due CALTECH. Royalties and royalty reports for sales by sublicensees are due in the quarter after receipt of such payments and reports by CMS from its sublicensees.
Records Reports and Payments. 6.1 The Newly formed Blue Orange Mining Limited will be obligated to: (a) keep adequate and sufficiently detailed records to enable the company's financial obligations as required under this Agreement to be readily determined; and (b) within forty-eight (48) hours provide such records for inspection and copying to the First Party's authorized representatives, with reasonable notice, at any time during the Newco's regular business hours.
6.2 The Newly formed Blue Orange Mining Limited shall be obligated to provide all auditing, financial and other business records to the board of Directors of GGSM Mining Limited on a three-monthly basis or at any other time when reasonably so requested.
Records Reports and Payments. 5.1 not applicable Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.
5.2 not applicable 5.3 not applicable
5.4 not applicable
Records Reports and Payments. 5.1 not applicable 5.2 not applicable 5.3 not applicable
Records Reports and Payments. 7.1 Company must report the date of first sale of Licensed Products immediately following that sale.
7.2 Company shall deliver to UC within thirty (30) days after the end of each Calendar Year a written report showing its sales of Licensed Products as well as any payments from sublicensees and its computation of remuneration to UC due under this Agreement for such Calendar Year and at the same time make the payment of the remuneration due. If it had no sale of any Licensed Products the report shall so state. All Net Sales shall be segmented in each such report according to sales on a country-by-country and patent-by-patent basis, including the rates of exchange used for conversion to USA Dollars from the currency in which such sales were made.
7.2.1 In cases of sales outside the USA, royalty payments shall be made in net USA Dollars. The amounts shall be calculated using currency exchange rates as set forth in The Wall Street Journal on the last day of the Calendar Quarter.
7.2.2 All payments due shall be made without deduction for taxes, assessments, or other charges of any kind which may be imposed on Company by the Government of the country where the transactions occur or any political subdivision thereof with respect to any amounts payable to UC pursuant to this Agreement, and such taxes, assessments, or other charges shall be assumed by Company. Late payments shall be subject to an interest charge of one and one half percent (1 1/2%) per month.
7.3 Company shall keep full, true and accurate books of accounts and other records containing all information and data which may be necessary to ascertain and verify the remuneration payable to UC hereunder for a period of three (3) years following the year to which such records relate. During the Term of this Agreement and for a period of three (3) years following its termination, UC shall have the right to audit, or have an agent, accountant or other representative audit such books, records and supporting data upon fifteen (15) days notice. Any audit shall be at UC’s expense, except that Company shall reimburse UC for the cost of the audit in the event that UC discovers an underpayment of ten percent (10%) or more of the amount due. All royalty reports and materials reviewed or prepared in connection with any audit shall be deemed [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securitie...
Records Reports and Payments. 9.1.1 KCI will maintain and will require its sublicensees to maintain accurate records relating to the sale of the Licensed Products or Processes for 5 years following the end of the calendar year to which they pertain.
9.1.2 The books and records of KCI and its sublicensees relating to this Agreement, and the associated premises, will be open to inspection by Wake Forest at reasonable intervals, and Wake Forest will be entitled, at its own expense, to request a firm of certified public accountants to inspect the books and records of KCI and its sublicensees and supply a certificate with respect to the correctness of reports and payments due Wake Forest hereunder, and KCI and its sublicensees will grant such firm of certified public accountants all reasonable assistance necessary thereto. The information obtained during such inspections will be considered Confidential and Proprietary Information and will be subject to Section 8 of this Agreement whether or not marked as confidential.
9.2.1 KCI will render to Wake Forest semi-annual reports for the six month periods ending the last days of June and December each year. Reports will be submitted before the last days of February and August of each year, and will show for the period:
(a) All Licensed Products and/or Preissuance Products distributed, leased and/or sold.
(b) Accounting for all the Licensed Processes and/or Preissuance Processes distributed, leased, used or sold.
(c) Deductions applicable as provided in Section 1.9 or other credits provided in this Agreement.
(d) Total royalties due. KCI will remit to Wake Forest with each such report the amount of royalty payments shown thereby to be due. If no sales or leases of the Licensed Products or Licensed Processes and/or Preissuance Products or Processes were made during any calendar half year, KCI will provide to Wake Forest a statement to that effect.
9.2.2 KCI will render to Wake Forest a similar report within 30 days after the termination of the License under this Agreement, covering the period from the last date covered by the last preceding report to the date of termination.
Records Reports and Payments. (a) Licensee shall keep records and books of account in respect of all Licensed Products made and sold by Licensee under this Agreement, including records showing the receipts and collections for such sales, and Licensee shall require the same in respect to sales by its distributors agents, and related companies. Licensor shall have the right, during business hours, to examine, or to have its designated auditors examine, such records and books of account, and Licensee shall keep the same for at least three years after it pays Licensor the royalties due for such Licensed Products and require related companies to do the same.
(b) On or before the twentieth day of each January, April, July and October after the effective date of this Agreement, Licensee shall render to Licensor a report in writing, setting forth the number of units of Licensed Products manufactured and the number of units sold during the preceding calendar quarter by Licensee and its distributors, agents and related companies, and also setting forth all information necessary to determine the royalties payable hereunder, such report to be accompanied by payment of the royalties shown by said report and monies received by Licensee during the preceding calendar quarter and due Licensor. The report is to be certified as true and accurate by an officer of Licensee.